TDG

• Net income was $540 million, up 10% from $493 million; adjusted EPS was $10.87, up 13% from $9.60.
• EBITDA As Defined was $1,447 million, up 19%, with a margin of 52.8%.
• Company raised fiscal 2026 guidance: net sales $10,470-$10,550M, adjusted EPS $40.62-$41.46.
• Announced acquisition of Prince & Izant for ~$1.07 billion after quarter-end; repurchased $1.0 billion of stock in Q3.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Prince & Izant is a Cleveland, Ohio-based designer and manufacturer of brazing alloys and specialty metal components, primarily serving aerospace and defense, aeroderivative turbine, and transportation markets.
• The company is expected to generate approximately $360 million in revenue for the calendar year ending December 31, 2026, with the majority from aftermarket sales.
• Prince & Izant has manufacturing locations in Ohio, Illinois, Wisconsin, and New York, and employs approximately 220 people.
• The acquisition is subject to U.S. regulatory approvals and customary closing conditions.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Irina Krasik was appointed to the TransDigm Group Board of Directors on July 22, 2026, effective immediately.
• She has prior experience at Bregal Investments, The Wicks Group, The Carlyle Group, and Merrill Lynch.
• Krasik has not been appointed to any Board committees and has no reportable related-person transactions with the company.
• She will receive compensation under the company's standard non-employee director arrangements as described in the 2026 proxy statement.

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

• TransDigm concluded that continuing the transaction through regulatory review was no longer in the best interests of the company and shareholders, citing uncertainty, time constraints, and opportunity cost.
• TransDigm withdrew its regulatory filing on July 10, 2026, after which the seller provided notice of termination of the transaction agreement.
• The company stated it remains committed to its disciplined acquisition strategy and continues to evaluate other acquisition opportunities.

8.01 Other Events

• Net income was $536 million, up 11.9% from $479 million; EPS was $9.20, up 12%.
• EBITDA As Defined was $1,337 million, up 15.1%, with a margin of 52.6%.
• Adjusted EPS was $9.85, up 8% from $9.11 in the prior year quarter.
• Company raised fiscal 2026 guidance: net sales $10,300-$10,420 million, adjusted EPS $38.83-$40.21.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Net proceeds, with cash on hand, will fund the purchase price for the expected acquisition of Stellant Systems, Inc. and approximately $800 million of share repurchases completed in March 2026.
• The new notes were issued at 100.375% of principal, are identical to the existing $1.2 billion notes issued February 13, 2026, and mature July 31, 2034.
• The new term loans bear interest at Term SOFR plus 2.50% and were fully drawn on April 17, 2026.
• The notes are senior subordinated obligations guaranteed by TransDigm Group and certain subsidiaries, and the indenture includes customary covenants and events of default.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• The new notes are an additional issuance of the $1.2 billion notes issued February 13, 2026, and will be identical except for issue date and price.
• TransDigm also expects to incur up to $1.0 billion of new tranche N term loans maturing February 2033 under a credit agreement amendment.
• Proceeds, with cash on hand, will fund the Stellant Systems acquisition and approximately $800 million of share repurchases completed in March 2026.
• The notes are offered only to qualified institutional buyers and non-U.S. persons under Rule 144A and Regulation S, and are not registered.

7.01 Regulation FD Disclosure

• Preliminary EBITDA As Defined for the same period is approximately $1,330 million to $1,335 million.
• TransDigm Inc. plans to offer $250 million of additional 6.125% senior subordinated notes due 2034.
• TransDigm Inc. expects to incur up to $1,000 million of new tranche N term loans under a Credit Agreement Amendment.
• Proceeds will fund the Stellant Systems acquisition and approximately $800 million of share repurchases completed in March 2026.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure