TransDigm Group Incorporated (TDG) Q3 FY2026 8-K Filings and Company Events

Filings that contain financial statements

Each earnings release is furnished as Exhibit 99.1 to a Form 8-K (Item 2.02). Each holds a consolidated statement of income (Table 1), non-GAAP reconciliations (EBITDA, EBITDA As Defined, adjusted net income and adjusted EPS), a reconciliation of operating cash flow to EBITDA, and a selected balance sheet data table (cash, receivables, inventories, debt, accounts payable, stockholders' deficit). None contains a full balance sheet or full cash flow statement; those are in the periodic reports.

• Form 8-K filed 2026-08-04, accession 0001260221-26-000052: third quarter of fiscal 2026 (thirteen and thirty-nine weeks ended June 27, 2026, with prior-year comparatives); selected balance sheet data as of June 27, 2026 and September 30, 2025.
• Form 8-K filed 2026-05-05, accession 0001260221-26-000039: second quarter of fiscal 2026 (thirteen and twenty-six weeks ended March 28, 2026).
• Form 8-K filed 2026-02-03, accession 0001260221-26-000015: first quarter of fiscal 2026 (thirteen weeks ended December 27, 2025).
• Form 8-K filed 2025-11-12, accession 0001260221-25-000078: fourth quarter and full fiscal year 2025 (periods ended September 30, 2025).
• Form 8-K filed 2026-04-14, accession 0001260221-26-000033: preliminary, unaudited estimates for the thirteen weeks ended March 28, 2026 (net sales and EBITDA As Defined ranges only; not statements).

Earnings and guidance

Fiscal 2026 guidance was raised at every release after the initial outlook. Fiscal 2025 comparatives: net sales $8,831 million, net income $2,074 million, EPS $32.08, EBITDA As Defined $4,760 million, adjusted EPS $37.33.

• 2025-11-12 (0001260221-25-000078): Fourth quarter net sales $2,437 million, up 12%; net income $609 million; EPS $7.75; EBITDA As Defined $1,320 million (54.2% margin); adjusted EPS $10.82. The fourth-quarter EPS was reduced by $2.75 per share for dividend equivalent payments on the $90.00 special dividend.
• 2026-02-03 (0001260221-26-000015): First quarter net sales $2,285 million, up 14%; net income $445 million; EPS $6.62; EBITDA As Defined $1,197 million (52.4%); adjusted EPS $8.23. Guidance excluded the pending Stellant, Jet Parts Engineering and Victor Sierra acquisitions.
• 2026-04-14 (0001260221-26-000033): Preliminary second quarter estimates of net sales $2,540-$2,545 million and EBITDA As Defined $1,330-$1,335 million, furnished ahead of the April debt offering.
• 2026-05-05 (0001260221-26-000039): Second quarter net sales $2,544 million, up 18%; net income $536 million; EPS $9.20; EBITDA As Defined $1,337 million (52.6%); adjusted EPS $9.85. The raised guidance included the recently closed Jet Parts Engineering and Victor Sierra businesses and excluded Stellant. Management noted uncertainty in the broader aerospace environment that could affect commercial aftermarket markets.
• 2026-08-04 (0001260221-26-000052): Third quarter net sales $2,741 million, up 23% (organic growth 13%); net income $540 million, up 10%; EPS $9.39; EBITDA As Defined $1,447 million (52.8%, versus 54.4% a year earlier); adjusted EPS $10.87, up 13%. Commercial aftermarket grew 17%. The guidance excludes any contribution from the pending Prince & Izant acquisition. Market assumptions for fiscal 2026: commercial OEM growth in the mid-teens, commercial aftermarket in the low double digits, defense in the high single digits to low double digits. Year to date (thirty-nine weeks): net sales $7,569 million, net income $1,521 million, EBITDA As Defined $3,981 million. Balance sheet data at June 27, 2026: cash $2,773 million, long-term debt $32,621 million, total TD Group stockholders' deficit $(9,809) million.

Acquisitions (signed versus closed)

• Simmonds Precision Products (Goodrich/RTX): CLOSED. Form 8-K dated 2025-10-06 (0001260221-25-000065) reports completion for approximately $765 million in cash, including certain tax benefits, financed with cash on hand; the agreement was reported June 30, 2025. Expected calendar 2025 revenue about $350 million.
• Stellant Systems (Arlington Capital Partners): SIGNED 2025-12-30 (announced 2025-12-31, 0001260221-25-000084; agreement date per 10-Q 0001260221-26-000053), approximately $960 million in cash, about $300 million of calendar 2025 revenue; then TERMINATED. Form 8-K dated 2026-07-13 (0001260221-26-000044) states TransDigm elected to withdraw from the proposed acquisition after concluding that continuing through regulatory review was no longer in the best interests of the company and its shareholders, citing uncertainty, the likely time required relative to the contractual limit, and opportunity cost. It had withdrawn its regulatory filing on July 10, 2026, and the seller then gave notice of termination of the transaction agreement. The deal never closed.
• Jet Parts Engineering and Victor Sierra Aviation Holdings (Vance Street Capital): SIGNED 2026-01-13 (announced 2026-01-16, 0001260221-26-000002; agreement date per 10-Q 0001260221-26-000053), approximately $2.2 billion in cash, about $280 million of combined calendar 2025 revenue; CLOSED. Form 8-K dated 2026-04-07 (0001260221-26-000031) reports completion, financed with cash on hand and proceeds of the February 2026 debt offerings.
• Prince & Izant (Industrial Growth Partners): SIGNED 2026-07-27 (0001260221-26-000048), approximately $1.066 billion in cash including certain tax benefits, about $360 million of expected calendar 2026 revenue; CLOSED. Form 8-K dated 2026-09-28 (0001260221-26-000064) reports completion, financed with cash on hand, and raises expected calendar 2026 revenue to approximately $390 million.
• Extant Aerospace asset acquisition: SIGNED, NOT CLOSED. Form 8-K dated 2026-09-21 (0001260221-26-000062): the operating unit Extant Aerospace entered into a definitive agreement to acquire a portfolio of commercial rotorcraft, land systems and business jet products, including a California facility, for approximately $240 million in cash. The company says it does not typically disclose operating-unit asset acquisitions and is disclosing this one because of its size. Closing is expected during fiscal 2027, subject to regulatory approvals and customary conditions.

Debt financing

• 2026-02-09 to 2026-02-13 (0001260221-26-000020, 0001260221-26-000025, 0001193125-26-051416): TransDigm Inc. planned $2.0 billion of new debt, upsized the notes and trimmed the term loans at pricing, and completed on February 13, 2026: $1,200 million of 6.125% Senior Subordinated Notes due July 31, 2034 (issued at 100%) and $800 million of new tranche N term loans maturing February 13, 2033 (Term SOFR plus 2.50%, 0.125% original issue discount), under Amendment No. 20 to the credit agreement. Proceeds, with cash on hand, were to fund the Stellant and Jet Parts Engineering/Victor Sierra purchase prices and expenses.
• 2026-04-14 to 2026-04-17 (0001260221-26-000033, 0001260221-26-000036, 0001193125-26-161564): Incremental $1,500 million completed April 17, 2026: an additional $500 million of the same 6.125% notes due 2034 (issued at 100.375% plus accrued interest from February 13, 2026) and $1,000 million of additional tranche N term loans (Term SOFR plus 2.50%, 0.125% OID; Amendment No. 21), fully drawn April 17. The 8-K states the proceeds were intended for the purchase price of the Stellant acquisition and approximately $800 million of common share repurchases completed in March 2026. The Stellant acquisition was later terminated (see above).
• 2026-09-14 (0001260221-26-000056, 0001260221-26-000057, 0001260221-26-000059): Refinancing of the 6.75% Senior Secured Notes due 2028. Offering announced at $2,500 million of senior secured notes, then priced at $3,000 million of 6.75% Senior Secured Notes due 2035 at 100.00%. A concurrent cash tender offer for any and all of the 2028 secured notes offered total consideration of $1,008.00 per $1,000 principal amount, including a $30.00 early tender premium (early tender deadline September 25, 2026; expiration October 13, 2026, unless extended), subject to a refinancing condition.
• 2026-09-28 (0001193125-26-406037, filed 2026-09-29): Offering COMPLETED. $3,000 million of 6.75% Senior Secured Notes maturing January 31, 2035, issued at 100.00% under a new indenture dated September 28, 2026, interest payable January 31 and July 31 starting January 31, 2027. Proceeds are intended to repurchase the $2,100 million of outstanding 6.75% Senior Secured Notes due 2028 through the tender offer, and for general corporate purposes. The tender offer results are not reported in the 8-Ks filed through September 29, 2026.
• Earlier in the fiscal year, the 2025-11-12 release (0001260221-25-000078) recapped the August 2025 $5.0 billion issuance ($0.5 billion 6.25% Senior Secured Notes due 2034, $2.0 billion 6.75% Senior Subordinated Notes due 2034, $2.5 billion Tranche M term loans due 2032 at Term SOFR plus 2.50%) and the September 17, 2025 repricing of about $1.7 billion of Tranche K term loans from Term SOFR plus 2.75% to plus 2.25%, plus the extension of about $1.9 billion of Tranche I term loans into Tranche K maturing March 2030.

Capital returns

• Special dividend: the $90.00 per share special dividend was declared August 20, 2025 and paid September 12, 2025 (about $5.2 billion including dividend equivalents on vested options), per the 2025-11-12 release (0001260221-25-000078). No new dividend is reported in the fiscal 2026 8-Ks.
• Share repurchases: about 80 thousand shares (approximately $0.1 billion, average $1,250) in October 2025 (0001260221-25-000078); 85 thousand shares in Q1 (0001260221-26-000015); 602,070 shares for $723 million in Q2, with 66,537 more shares for about $76 million after quarter end (0001260221-26-000039); 809,101 shares for $1.0 billion at an average $1,208 in Q3. Year to date through June 27, 2026: 1,496,383 shares at an average $1,207, for $1.8 billion (0001260221-26-000052).

Management and governance

• CEO succession: Form 8-K dated 2025-10-01 (0001260221-25-000061) reports the Board appointed Mike Lisman President and Chief Executive Officer effective immediately, succeeding Kevin Stein, who retired September 30, 2025 (first announced May 6, 2025). A Second Amended and Restated Employment Agreement was filed as Exhibit 10.1.
• Form 8-K dated 2025-10-03 (0001260221-25-000063): Mr. Stein remains a director and entered into a Consulting Agreement for up to 24 months at $25,000 per month; he agreed to forfeit a portion of his outstanding stock options.
• Form 8-K dated 2025-10-23 (0001260221-25-000068): Mr. Lisman and Peter Palmer (a former executive vice president who retired at the end of 2024) were appointed to the Board.
• Form 8-K dated 2026-03-05 (0001260221-26-000028): At the March 5, 2026 annual meeting ten directors were elected, Ernst & Young LLP was ratified as auditor for fiscal 2026, and the advisory vote on executive compensation was approved.
• Form 8-K dated 2026-07-24 (0001260221-26-000046): Irina Krasik, a managing director at Stellex Capital Management, was appointed to the Board effective July 22, 2026.

Items not found in the 8-Ks

• No impairment, restructuring, segment change, covenant or going-concern item, stock split, or material legal outcome appears in the 8-Ks for this period.
• No 8-K reports the early tender results or settlement of the 2028 secured notes tender offer.