TransDigm Group INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Message from Our CEO

Dear Fellow Shareholders,On behalf of our Board of Directors, I want to thank you for your continued investment in TransDigm. As you know, TransDigm is focused on creating long-term “private equity like” returns for our shareholders. We accomplish this by acquiring, owning, and operating proprietary aerospace businesses with significant aftermarket content. Our continued execution of our value-based operating methodology enabled us to deliver strong financial results in FY 2024.These financial results were bolstered by our sound corporate governance and executive compensation program. We have continued to enhance our corporate governance and compensation practices by implementing changes that were responsive to feedback from shareholders like you. We look forward to continuing to engage with our shareholders.

2024 Business PerformanceWe continued to achieve steady, long-term growth in sales and improvements in operating performance in FY 2024. In FY 2024, we generated net sales of $7.9 billion and EBITDA As Defined of $4.2 billion, representing 21% and 23% growth, respectively. We also closed over $2.3 billion in acquisitions, making FY 2024 our second most acquisitive year. We are pleased to welcome the CPI Electron Device Business, Raptor Scientific, and SEI Industries to TransDigm.We remain committed to our operating methodology, key value drivers, effective cost management, and disciplined acquisition strategy. We look forward to the opportunity to continue creating value for our shareholders as we move into FY 2025.Generation of Shareholder ValueIn addition to deploying capital for accretive acquisitions, we returned value to our shareholders through a special dividend of $35.00 per share in FY 2024 for a total of approximately $1.9 billion. We were also pleased to generate value for our shareholders through an increase of approximately 73% in our share price over the course of FY 2024, which includes the $35.00 per share special dividend.An Independent, Diverse, and Talented BoardWe are fortunate to have a dedicated, diverse, and talented team of directors that provides strategic guidance and oversight to our leadership team. The Board has embraced the refreshed composition of its Committees, as well as the new role of Lead Independent Director ("LID”). We look forward to continuing to leverage the expertise of our Board in FY 2025 and beyond. Shareholder Engagement and ResponsivenessIn recent years, we have significantly increased our efforts to effectively engage with our valued shareholders on issues related to corporate governance, executive compensation, and other matters. We have learned a great deal from these interactions and have made numerous enhancements to our corporate governance and executive compensation programs as a result. Direct feedback received from our shareholders via engagement is an essential input into our corporate governance and executive compensation practices. We look forward to continued engagement with our shareholders in the future. Overall, I am very pleased with our team's performance, the overall operating results for FY 2024, and the value we have created for shareholders. We believe that our consistent strategy will enable us to create long-term value for our shareholders and look forward to FY 2025.On behalf of our leadership team and Board, I want to thank you for your continued confidence and investment in TransDigm. Sincerely,Kevin M. SteinPresident and Chief Executive Officer

Message from the Lead Independent Director

Dear Fellow Shareholders,It has been a little over a year since I was selected by my fellow Board members to serve as TransDigm’s first LID. In this role, I have partnered closely with both our Chief Executive Officer (“CEO”), Kevin Stein, and Chairman, Nick Howley, to ensure our Board remains in a strong position to support our executive team and serve on behalf of you, our shareholders. As part of my responsibilities, I’ve had the opportunity to engage directly with shareholders covering a variety of topics. I, along with other members of our executive team, have shared with the Board your views on our strategy, our corporate governance practices, our Board composition, and our approach to executive compensation. Our enhanced shareholder engagement has yielded a better understanding of not only your feedback, but also the underlying reasons for it. On behalf of the Board, thank you for sharing your perspectives and feedback. We greatly value hearing from you, and I hope to continue to strengthen the relationship between our Board and shareholders going forward. It has been an exciting year for me as LID and an exciting year for TransDigm as it continues to focus on operational excellence and its disciplined acquisition strategy to create value for our shareholders. I look forward to continuing on this path together. Thank you for choosing to invest in TransDigm. Sincerely,Robert J. SmallLead Independent Director

Special Note Regarding Forward-Looking Statements

These proxy materials contain forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the Securities Act of 1933, as amended.

These forward-looking statements are subject to risks, uncertainties and other factors and actual results may differ materially from any results projected in the statements. These risks, uncertainties and other factors include, without limitation: 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; 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 sustainability-related voluntary goals or 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; potential environmental liabilities; liabilities arising in connection with litigation; risks and costs associated with our international sales and operations; our ability to meet our goals relating to environmental, social and governance (“ESG”) opportunities, improvements and efficiencies; and other factors. Further information regarding the important factors that could cause actual results to differ materially from projected results can be found in TransDigm Group’s most recent Annual Report on Form 10-K (“2024 Form 10-K”) and other reports that TransDigm Group or its subsidiaries have filed with the Securities and Exchange Commission (“SEC”). Except as required by law, TransDigm Group undertakes no obligation to revise or update the forward-looking statements contained in this proxy statement.

Notice of the Annual Meeting

of Shareholders to be held March 6, 2025

Notice is hereby given that the annual meeting of shareholders (“annual meeting”) of TransDigm Group Incorporated, a Delaware corporation, will be held at 1350 Euclid Avenue, Suite 1600, Cleveland, Ohio 44115, on Thursday, March 6, 2025, at 9:00 a.m., Eastern time, for the following purposes:

Only shareholders of record at the close of business on January 10, 2025 will be entitled to notice of and to vote at the annual meeting or any adjournment of the annual meeting.

Your vote is important. Whether or not you plan to attend the annual meeting, please vote on the internet, by phone, or by completing and returning the enclosed proxy card.

By order of the Board of Directors,

Jessica L. Warren

General Counsel, Chief Compliance Officer, and Secretary

January 24, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MARCH 6, 2025.The Proxy Statement and Proxy Card are available at http://www.transdigm.com/investor-relations/annual-proxy

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