Every material Form 8-K TransDigm has filed with the SEC since August 05, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
TransDigm Inc., a subsidiary of TransDigm Group, completed a $3 billion offering of 6.75% senior secured notes maturing January 2035 on September 28, 2026, at 100% of principal. The company plans to use the net proceeds to repurchase $2.1 billion of its 6.75% notes due 2028 through a tender offer and for general corporate purposes, which refinances existing debt and adds new long-term borrowing.
Notes: $3,000 million, 6.75% coupon, issued at 100.00% of principal, maturing January 31, 2035
Interest payable January 31 and July 31 each year, starting January 31, 2027
Proceeds intended to repurchase $2,100 million of 6.75% notes due 2028 via a tender offer launched September 14, 2026, plus general corporate purposes
Indenture dated September 28, 2026 includes covenants limiting additional debt, distributions and asset sales; trustee is The Bank of New York Mellon Trust Company, N.A.
TransDigm reported third-quarter fiscal 2026 results for the period ended June 27, 2026, with net sales of $2,741 million, up 23%, and net income of $540 million, up 10%. The company also raised its fiscal 2026 guidance, with the sales midpoint up $150 million, EBITDA As Defined up $100 million, and adjusted earnings per share up $1.52 at the midpoint, excluding the pending Prince & Izant acquisition.
Q3 net sales $2,741 million, up 23% from $2,237 million; net income $540 million, up 10%
Q3 EPS $9.39, up 11%; adjusted EPS $10.87, up 13%
EBITDA As Defined margin was 52.8%, down from 54.4% a year earlier
Fiscal 2026 adjusted EPS guidance $40.62 to $41.46; Q3 share repurchases of about $1.0 billion
TransDigm Group's board appointed Irina Krasik, a Managing Director at Stellex Capital Management, as a director effective immediately on July 22, 2026. She has not been named to any board committee, and the filing states no related person transactions or selection arrangements.
Irina Krasik appointed to the Board on July 22, 2026, effective immediately
Krasik has been with Stellex Capital Management since 2021 as a Managing Director, with prior roles at Bregal Investments, The Wicks Group, The Carlyle Group and Merrill Lynch
She has not been appointed to any board committee
She will receive standard non-employee director compensation, per the 2026 proxy statement
TransDigm reported second-quarter fiscal 2026 net sales of $2,544 million, up 18%, and net income of $536 million, up 12%. The company raised its full-year fiscal 2026 guidance at the midpoint for sales, EBITDA As Defined and adjusted earnings per share, while noting that net income guidance is roughly flat versus fiscal 2025 due to higher interest expense.
Q2 earnings per share were $9.20, up 12%; adjusted earnings per share were $9.85, up 8% from $9.11.
Fiscal 2026 sales guidance midpoint rose $420 million; EBITDA As Defined guidance midpoint rose $210 million.
Adjusted EPS guidance midpoint rose $1.14 to a range of $38.83 to $40.21.
Net income guidance of $2,026 million to $2,106 million implies a 0.4% decrease at the midpoint versus fiscal 2025.
TransDigm Inc., a subsidiary of TransDigm Group, completed $1.5 billion of new debt on April 17, 2026: $500 million of 6.125% senior subordinated notes due 2034 and $1.0 billion of tranche N term loans due 2033. The company plans to use the proceeds, with cash on hand, to fund the purchase price of the expected Stellant Systems acquisition and about $800 million of share repurchases made in March 2026.
New notes: $500 million of 6.125% senior subordinated notes maturing July 31, 2034, issued at 100.375% of principal
New term loans: $1.0 billion at Term SOFR plus 2.50%, maturing February 13, 2033, fully drawn April 17, 2026
Proceeds to fund Stellant Systems acquisition and about $800 million of common share repurchases completed in March 2026
TransDigm Group furnished unaudited preliminary results for the thirteen weeks ended March 28, 2026, with net sales of about $2,540 million to $2,545 million and EBITDA As Defined of about $1,330 million to $1,335 million. It also said subsidiary TransDigm Inc. plans, subject to market conditions, to raise $1.25 billion of new debt, with proceeds used to fund the Stellant Systems acquisition and about $800 million of share repurchases completed in March 2026.
Preliminary net sales of approximately $2,540 million to $2,545 million for the thirteen weeks ended March 28, 2026, unaudited
Preliminary EBITDA As Defined of approximately $1,330 million to $1,335 million, subject to final closing procedures
Planned offering of $250 million of 6.125% senior subordinated notes due 2034 and up to $1,000 million of new tranche N term loans
Proceeds, with cash on hand, to fund the Stellant Systems purchase price and about $800 million of share repurchases completed in March 2026
TransDigm Inc., a subsidiary of TransDigm Group, completed $2.0 billion of new debt on February 13, 2026: $1.2 billion of 6.125% senior subordinated notes due 2034 and $800 million of new tranche N term loans due 2033. Proceeds, together with cash on hand, are intended to fund the purchase prices of the previously announced acquisitions of Stellant Systems and Jet Parts Engineering and Victor Sierra Aviation Holdings. The added borrowing increases TransDigm's debt load, which shareholders may weigh against the acquisitions' expected benefits.
$1.2 billion of 6.125% senior subordinated notes issued at 100% of principal, maturing July 31, 2034
$800 million of new tranche N term loans maturing February 13, 2033, bearing Term SOFR plus 2.50%
Proceeds plus cash on hand to fund Stellant Systems and Jet Parts Engineering/Victor Sierra Aviation acquisitions and related fees
TransDigm reported first-quarter fiscal 2026 net sales of $2,285 million, up 14% from a year earlier, and adjusted earnings per share of $8.23, up 5%. Net income fell 9.7% to $445 million, mainly due to higher interest expense, and the company raised its full-year fiscal 2026 guidance, excluding the pending Stellant and JPE/VSA acquisitions.
Q1 net sales $2,285 million, up 14% from $2,006 million; EBITDA As Defined $1,197 million, up 13%
Q1 net income $445 million, down from $493 million; GAAP EPS $6.62 versus $7.62 a year earlier
Fiscal 2026 guidance raised: net sales $9,845 million to $10,035 million; GAAP EPS $32.47 to $34.39; adjusted EPS $37.42 to $39.34
Pending acquisitions of Stellant (about $960 million) and JPE/VSA (about $2.2 billion) are excluded from guidance
TransDigm reported fourth-quarter fiscal 2025 results for the period ended September 30, 2025, with net sales up 12% to $2,437 million and net income up 30% to $609 million. The company also issued fiscal 2026 guidance calling for net income of $1,906 million to $2,026 million, below fiscal 2025's $2,074 million, which it attributed mainly to added interest expense from fourth-quarter financing.
Q4 net sales $2,437 million, up 12%; net income $609 million, up 30%; EPS $7.75, up 34%
Q4 GAAP EPS reduced by $2.75 from dividend equivalent payments tied to the $90.00 per share special dividend paid September 12, 2025
FY2026 guidance: net sales $9,750 million to $9,950 million; net income $1,906 million to $2,026 million
FY2026 adjusted EPS guidance of $36.49 to $38.53 versus $37.33 in fiscal 2025
On October 23, 2025, TransDigm's board appointed CEO Michael Lisman and retired executive Peter Palmer as directors, effective immediately. Neither has been placed on a board committee, and the filing reports no related party transactions for either director.
Michael Lisman is President and Chief Executive Officer and previously served as Co-Chief Operating Officer and Chief Financial Officer.
Peter Palmer retired as an Executive Vice President at the end of 2024, after a 24-year career at TransDigm.
Neither new director has been appointed to any board committee.
The filing reports no arrangements for either director's selection and no related party transactions under Item 404(a).
TransDigm Group completed a CEO transition on September 30, 2025, when Michael J. Lisman succeeded Kevin M. Stein as president and chief executive officer. Stein remains on the board and has a consulting agreement to advise the company for up to 24 months at $25,000 per month, with some of his stock options continuing to vest and a portion to be forfeited.
Michael J. Lisman succeeded Kevin M. Stein as President and CEO on September 30, 2025.
Stein, who served nearly 11 years, remains a member of the Board of Directors.
Stein's consulting agreement, dated October 1, 2025, runs for up to 24 months at $25,000 per month.
Stein agreed to forfeit a certain portion of his outstanding stock options granted during his CEO tenure.
TransDigm's Board appointed Mike Lisman as President and Chief Executive Officer effective October 1, 2025, succeeding Kevin Stein, who retired effective September 30, 2025. The succession was first announced in a May 6, 2025 press release, and the filing describes it as a planned transition. The filing contains no financial results, and the new CEO's employment agreement is filed as Exhibit 10.1.
Mike Lisman appointed President and CEO effective October 1, 2025; Kevin Stein retired effective September 30, 2025
Lisman has been Co-Chief Operating Officer since May 2023 and joined TransDigm in 2015
Succession was first announced May 6, 2025; Stein will advise the company through March 31, 2026 and remain a director
Second Amended and Restated Employment Agreement with Lisman dated October 1, 2025, filed as Exhibit 10.1
On September 17, 2025, TransDigm Inc., a subsidiary of TransDigm Group, amended its credit agreement to lower the interest margin on $1,686 million of term loans K and to extend $1,857 million of term loans I from August 2028 to March 2030 with a lower margin. The filing describes the refinancing as a new direct financial obligation under the amended credit agreement, with Goldman Sachs Bank USA as administrative agent.
Term loans K totaling $1,686 million were repriced from Term SOFR plus 2.75% to Term SOFR plus 2.25%.
Term loans I totaling $1,857 million were converted into term loans K maturing March 2030, with the margin reduced from Term SOFR plus 2.75% to Term SOFR plus 2.25%.
The amendment, Amendment No. 19, is dated September 17, 2025, and is filed as Exhibit 10.1.
TransDigm Group completed $5 billion of new debt on August 19, 2025, including $500 million of secured notes, $2 billion of subordinated notes and $2.5 billion of term loans. The company will use the proceeds, with cash on hand, to fund a $90.00 per share special cash dividend payable September 12, 2025, to shareholders of record on September 2, 2025. The filing does not report the impact on the company's earnings or leverage ratio, but the added debt increases the company's obligations to lenders.
$5 billion in new debt: $500 million secured notes at 6.250%, $2 billion subordinated notes at 6.750%, both maturing January 31, 2034
$2.5 billion new tranche M term loans maturing August 19, 2032, at Term SOFR plus 2.50%
Special cash dividend of $90.00 per share; record date September 2, 2025; payment date September 12, 2025
TransDigm Group said Patrick J. Murphy, an Executive Vice President for the past six years, has been appointed Co-Chief Operating Officer effective immediately, serving alongside current Co-Chief Operating Officer Joel B. Reiss. The filing describes an internal promotion and does not include compensation terms or financial results, so its direct financial impact is not stated.
Patrick J. Murphy appointed Co-Chief Operating Officer, effective immediately (filing dated August 5, 2025)
Murphy previously served as President at HarcoSemco, a wholly-owned subsidiary of TransDigm Inc.
Murphy will serve alongside Co-Chief Operating Officer Joel B. Reiss
No reportable family relationships or related party transactions involving Murphy, per the filing
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