8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 6, 2025

TransDigm Group Incorporated

(Exact name of registrant as specified in its charter)

Delaware	001-32833	41-2101738
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1350 Euclid Avenue,	Suite 1600,	Cleveland,	Ohio	44115
(Address of principal executive offices)				(Zip Code)

(216) 706-2960

(Registrant’s telephone number, including area code)

Not Applicable

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

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

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

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

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

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

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

Title of each class:	Trading Symbol:	Name of each exchange on which registered:
Common Stock, $0.01 par value	TDG	New York Stock Exchange

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

Emerging Growth Company ☐

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 6, 2025, Kevin M. Stein, President and Chief Executive Officer of TransDigm Group Incorporated (the “Company”), notified the Board that he will retire as President and Chief Executive Officer, effective as of September 30, 2025. Mr. Stein will continue to serve as an advisor to the Company through March 31, 2026 to help facilitate the transition. The Board is grateful for Mr. Stein’s leadership and longtime service, which spans nearly 11 years, to the Company.

Michael J. Lisman will succeed Mr. Stein as President and Chief Executive Officer. Mr. Lisman, 42, has served as Co-Chief Operating Officer since May 2023. Prior to that, Mr. Lisman served as Chief Financial Officer from July 2018 to May 2023 and Executive Vice President from January 2022 to May 2023. Mr. Lisman previously held roles in the Company’s Mergers and Acquisition group and at Aero Fluid Products, a wholly-owned subsidiary of TransDigm Inc. Prior to joining the Company, Mr. Lisman worked in the private equity industry at the New York and London offices of Warburg Pincus.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release, dated May 6, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

TRANSDIGM GROUP INCORPORATED
By:		/s/ Jessica L. Warren
	Name:	Jessica L. Warren
	Title:	General Counsel, Chief Compliance Officer and Secretary

Dated: May 6, 2025

EX-99.1

Exhibit 99.1

TransDigm Announces Retirement of Kevin Stein as CEO and Current Co-COO Mike Lisman as Successor

Cleveland, Ohio, May 6, 2025 /PRNewswire/ -- TransDigm Group Incorporated (NYSE: TDG) (“TransDigm” or the “Company”) announced today that Kevin Stein will retire as President and Chief Executive Officer of TransDigm, following his more than ten years of service in senior leadership positions at the Company, effective as of September 30, 2025. Mike Lisman, the current Co-Chief Operating Officer of TransDigm, will succeed Mr. Stein as President and Chief Executive Officer. Mr. Stein will continue to serve as an advisor to the Company through March 31, 2026 to help facilitate the leadership transition. Additionally, he will continue to serve as a member of the Company’s Board of Directors.

Mr. Lisman has served as Co-Chief Operating Officer of TransDigm since May 2023. Prior to this role, he held a number of positions across the Company, including Chief Financial Officer and Executive Vice President, with direct operational oversight for a number of TransDigm’s operating units. Additionally, Mr. Lisman previously held roles as the lead of the Company’s Mergers and Acquisitions group and as a Business Unit Manager at Aero Fluid Products, one of TransDigm’s operating units, that designs and manufactures highly-engineered valves and actuation products. Prior to joining the Company in 2015, Mr. Lisman worked in the private equity industry at the New York and London offices of Warburg Pincus. He received a B.S. in aerospace engineering from Notre Dame and an MBA from Harvard Business School.

“On behalf of our Board of Directors, I want to thank Kevin for his outstanding leadership and contributions to TransDigm over his entire career. During his tenure as our CEO, and prior to that as COO, Kevin has generated substantial shareholder value by driving operational excellence and continuing our track record of successful capital deployment and acquisitions,” stated W. Nicholas Howley, the Chairman of the Board of Directors. “Mike’s promotion to President and Chief Executive Officer is a planned transition that is the product of thoughtful succession planning. The Board and I believe Mike will do an excellent job continuing to execute our consistent value-driven strategy and generate substantial returns for our shareholders.”

“It has been a privilege to serve at the helm of this exceptional company,” stated Mr. Stein, “I am deeply grateful to all my colleagues for their support and for their unwavering dedication to serving our customers and executing our value-driven operating strategies with excellence. Mike’s leadership and deep experience across our businesses in a range of operational and financial roles make him uniquely qualified to take on this position.”

“I am honored to have the opportunity to succeed Kevin and lead TransDigm as its next President and Chief Executive Officer,” stated Mr. Lisman, “We look forward to continuing to deliver value to our customers and shareholders in the years ahead.”

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About TransDigm Group

TransDigm Group, through its wholly-owned subsidiaries, is a leading global designer, producer and supplier of highly engineered aircraft components for use on nearly all commercial and military aircraft in service today. Major product offerings, substantially all of which are ultimately provided to end-users in the aerospace industry, include mechanical/electro-mechanical 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, engineered latching and locking devices, engineered rods, engineered connectors and elastomer sealing solutions, databus and power controls, cockpit security components and systems, specialized and advanced cockpit displays, engineered audio, radio and antenna systems, specialized lavatory components, seat belts and safety restraints, engineered and customized interior surfaces and related components, advanced sensor products, switches and relay panels, thermal protection and insulation, lighting and control technology, parachutes, high performance hoists, winches and lifting devices, cargo loading, handling and delivery systems and specialized flight, wind tunnel and jet engine testing services and equipment, electronic components used in the generation, amplification, transmission and reception of microwave signals, and complex testing and instrumentation solutions.

Contact:	Investor Relations
	216-706-2945
	ir@transdigm.com

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XML

Document and Entity Information	May 06, 2025
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 06, 2025
Entity Registrant Name	TransDigm Group Incorporated
Entity Incorporation, State or Country Code	DE
Entity File Number	001-32833
Entity Tax Identification Number	41-2101738
Entity Address, Address Line One	1350 Euclid Avenue,
Entity Address, Address Line Two	Suite 1600,
Entity Address, City or Town	Cleveland,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44115
City Area Code	216
Local Phone Number	706-2960
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	TDG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001260221
Amendment Flag	false