TransDigm Group INC

None.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on November 10, 2026.

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and as of the dates indicated.

TRANSDIGM GROUP INCORPORATED AND SUBSIDIARIES

ANNUAL REPORT ON FORM 10-K:

FISCAL YEAR ENDED SEPTEMBER 30, 2026

FINANCIAL STATEMENTS INDEX

To the Stockholders and the Board of Directors of

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of TransDigm Group Incorporated (the “Company”) as of September 30, 2026 and 2025, the related consolidated statements of income, comprehensive income, changes in stockholders’ deficit and cash flows for each of the three fiscal years in the period ended September 30, 2026, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2026 and 2025, and the results of its operations and its cash flows for each of the three fiscal years in the period ended September 30, 2026, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company's internal control over financial reporting as of September 30, 2026, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated November 10, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

/s/Ernst & Young LLP

We have served as the Company’s auditor since 2004.

Cleveland, Ohio

November 10, 2026

AS OF SEPTEMBER 30, 2026 AND 2025

(Amounts in millions, except share amounts)

(Amounts in millions, except per share amounts)

(Amounts in millions)

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(Amounts in millions, except share amounts)

(Amounts in millions)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FISCAL YEARS ENDED SEPTEMBER 30, 2026, 2025 AND 2024

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Information

TransDigm Group Incorporated (“TD Group”), through its wholly-owned subsidiary, TransDigm Inc., is a leading global designer, producer and supplier of highly engineered aircraft components that are critical to the safe and effective operation of nearly all commercial and military aircraft worldwide. Our products are represented in nearly every commercial and military aircraft in service today. TransDigm Inc., along with TransDigm Inc.’s direct and indirect wholly-owned operating subsidiaries (collectively, with TD Group, the “Company” or “TransDigm”), offers a broad range of proprietary aerospace products. TD Group has no significant assets or operations other than its 100% ownership of TransDigm Inc. TD Group’s common stock is listed on the New York Stock Exchange, or the NYSE, under the trading symbol “TDG.”

As used in this Annual Report on Form 10-K, unless the context otherwise requires, the terms “Company”, “TD Group”, “TransDigm”, “we,” “our” or “us” refer to TransDigm Group Incorporated and its subsidiaries.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the accounts of TD Group and subsidiaries. Intercompany balances and transactions have been eliminated. Certain reclassifications to the consolidated financial statements and notes have been made to the prior year amounts to conform to the current year presentation, none of which are material.

Estimates– The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition– The Company recognizes revenue from contracts with customers using the five step model prescribed in ASC 606. A substantial portion of the Company's revenue is recorded at a point-in-time basis. Revenue is recognized from the sale of products or services when obligations under the terms of the contract are satisfied and control of promised goods or services has transferred to the customer. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. Revenue is measured at the amount of consideration the Company expects to be paid in exchange for goods or services. Refer to Note 3, “Revenue Recognition,” for further information.

Shipping and Handling Costs– Shipping and handling costs are included in cost of sales in the consolidated statements of income.

Research and Development Costs– The Company expenses research and development costs as incurred and classifies such amounts in selling and administrative expenses. The expense recognized for research and development costs for the fiscal years ended September 30, 2026, 2025 and 2024 was approximately $151 million, $118 million, and $107 million, respectively.

Cash Equivalents– The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are recorded at cost, which approximates fair value.

Allowance for Credit Losses– The Company's allowance for credit losses is the allowance for uncollectible accounts. The allowance for uncollectible accounts reduces the trade accounts receivable balance to the estimated net realizable value equal to the amount that is expected to be collected. The Company’s method for developing its allowance for credit losses is based on historical write-off experience, the aging of receivables, an assessment of the creditworthiness of customers, economic conditions and other external market information. The allowance also incorporates a provision for the estimated impact of disputes with customers. All provisions for allowances for uncollectible accounts are included in selling and administrative expenses. The determination of the amount of the allowance for uncollectible accounts is subject to judgment and estimation by management and is also assessed individually at each operating unit by the operating unit’s management team. If circumstances change or economic conditions deteriorate or improve, the allowance for uncollectible accounts could increase or decrease. Refer to Note 5, “Trade Accounts Receivable,” for further information.

Inventories– Inventories are stated at the lower of cost or net realizable value. Cost of inventories is generally determined by the average actual cost and the first-in, first-out (“FIFO”) methods and includes material, labor and overhead related to the manufacturing process. Provision for potentially obsolete or slow-moving inventory is made based on management’s analysis of inventory levels, historical usage and future sales forecasts. The provision for potentially obsolete or slow-moving inventory at September 30, 2026 and 2025 was $357 million and $270 million, respectively. Refer to Note 6, “Inventories,” for further information.

Property, Plant and Equipment– Property, plant and equipment are stated at cost and include improvements which significantly increase capacities or extend the useful lives of existing plant and equipment. Depreciation is computed using the straight-line method over the following general estimated useful lives: land improvements from 10 to 20 years, buildings and improvements from 5 to 30 years, machinery and equipment from 2 to 10 years and furniture and fixtures from 3 to 10 years. Certain exceptions do apply in which an asset will have an estimated useful life outside of the range listed above dependent on, among other things, the nature and condition of the asset. Net gains or losses related to asset dispositions are recognized in earnings in the period in which dispositions occur. Routine maintenance, repairs and replacements are expensed as incurred. Amortization expense of assets accounted for as finance leases is included within depreciation expense.

Property, plant and equipment is assessed for potential impairment whenever indicators of impairment are present by determining whether the carrying value of the property can be recovered through projected, undiscounted cash flows from future operations over the property’s remaining estimated useful life. Any impairment recognized is the amount by which the carrying amount exceeds the fair value of the asset. Fair value is measured based on quoted market prices in active markets, if available. If quoted market prices are not available, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows. No impairments of long-lived assets were recorded in fiscal 2026, 2025 or 2024. Refer to Note 7, “Property, Plant and Equipment,” for further information.

Financial Instruments– Interest rate swap and collar agreements are used to manage interest rate risk associated with floating rate borrowings under our Second Amended and Restated Credit Agreement dated as of June 4, 2014 (the “Credit Agreement”). Under the swap agreements, the Company receives floating rate payments in exchange for making fixed rate payments over the term of the agreements, without an exchange of the underlying principal amount. The collar agreements establish a floor and a cap on Term SOFR for a portion of the Company’s floating rate debt. Together, these agreements reduce the impact of interest rate movements on future interest expense. The interest rate swap and collar agreements are designated and qualify as cash flow hedges.

The Company transacts business in various foreign currencies, which subjects the Company’s cash flows and results of operations to exposure related to changes in foreign currency exchange rates. These exposures arise primarily from purchases or sales of products and services from third parties. Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates, and are used to offset changes in the fair value of certain assets or liabilities or forecasted cash flows resulting from transactions denominated in foreign currencies.

For derivatives designated as cash flow hedges, the entire change in fair value is recorded in accumulated other comprehensive income (loss) in stockholders’ deficit and is reclassified into earnings, in the same line as the hedged item, in the period during which the hedged item affects earnings. Gains and losses on the interest rate swap and collar agreements reclassified into earnings are recognized in interest expense-net. Gains and losses on the foreign currency forward contracts reclassified into earnings are recognized in net sales. Cash flows from settled contracts are included in net cash provided by operating activities. Refer to Note 18, “Derivatives and Hedging Activities,” for further information.

Business Combinations– In accordance with ASC 805, “Business Combinations,” the Company uses the acquisition method of accounting to allocate costs of acquired businesses to the assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition. The excess costs of acquired businesses over the fair values of the assets acquired and liabilities assumed were recognized as goodwill. Intangible assets other than goodwill are recognized if the benefit of the intangible asset is obtained through contractual or other legal rights, or if the intangible asset can be sold, transferred, licensed or exchanged, regardless of the Company’s intent to do so. Other intangible assets consist of identifiable intangibles acquired or recognized in accounting for the acquisitions (trademarks, trade names, technology, customer relationships, order backlog and other intangible assets). The valuations of the acquired assets and liabilities will impact the determination of future operating results. Management determines fair value using a discounted future cash flow analysis or other accepted valuation techniques. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of estimates and assumptions which may be significant, including assumptions with respect to future cash inflows and outflows, revenue growth rates and earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins, discount rates, customer attrition rates, royalty rates, asset lives and market multiples, among other items. These assumptions are forward looking and could be affected by future economic and market conditions. We determine the fair values of intangible assets acquired generally in consultation with third-party valuation advisors. Fair value adjustments to the Company’s assets and liabilities are recognized and the results of operations of the acquired business are included in our consolidated financial statements from the effective date of the merger or acquisition.

Acquisition transaction-related expenses for the fiscal years ended September 30, 2026, 2025 and 2024 totaled approximately $25 million, $6 million and $33 million, respectively. These costs are expensed when incurred and included in selling and administrative expenses in the consolidated statements of income.

Goodwill and Other Intangible Assets– The Company performs an annual impairment test for goodwill and other intangible assets as of the first day of the fourth fiscal quarter of each year, or more frequently, if an event occurs or circumstances change that would more likely than not reduce fair value below carrying value.

We may elect to perform a qualitative assessment that considers economic, industry and company-specific factors for all or selected reporting units. If, after completing this assessment, it is determined that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying value, we proceed to a quantitative test. We may also elect to perform a quantitative test instead of a qualitative assessment for any or all of our reporting units. In this application, the definition of “more-likely-than-not” is interpreted as a likelihood of more than 50%. For the quantitative test, management determines the estimated fair value through the use of a discounted cash flow valuation model incorporating discount rates commensurate with the risks involved for each reporting unit. If the estimated fair value of the reporting unit is less than the current carrying value, impairment of goodwill of the reporting unit is recognized. The assumptions used in the discounted cash flow valuation model for impairment testing include discount rates, revenue growth rates and EBITDA margins, cash flow projections and terminal value rates. Discount rates are set by using the weighted average cost of capital (“WACC”) methodology.

U.S. GAAP requires that the annual, and any interim, impairment assessment be performed at the reporting unit level. Our reporting units have been identified at the operating unit level, which is one level below our operating segments. Substantially all goodwill was determined and recognized for each reporting unit pursuant to the accounting for the merger or acquisition as of the date of each transaction. With respect to acquisitions integrated into an existing reporting unit, any acquired goodwill is combined with the goodwill of the reporting unit.

The impairment test for indefinite-lived intangible assets consists of a comparison between their fair values and carrying values. If the carrying amounts of intangible assets that have indefinite useful lives exceed their fair values, an impairment loss will be recognized in an amount equal to the sum of any such excesses.

As of the first day of the fourth quarter of fiscal 2026, the date of the annual impairment test, no indefinite-lived intangible assets or goodwill was determined to be impaired. As economic and market conditions have not changed significantly since the first day of the fourth quarter and no other indicators of impairment were identified, this conclusion remains appropriate as of September 30, 2026.

The Company assesses the recoverability of its amortizable intangible assets only when indicators of impairment are present by determining whether the carrying value can be recovered through projected, undiscounted cash flows from future operations over their remaining lives. Amortization of amortizable intangible assets is computed using the straight-line method over the following general estimated useful lives: technology & other from 10 to 22 years, order backlog from 1 to 3 years, customer relationships from 10 to 20 years, and other intangible assets over 20 years. No indicators of impairment on the amortizable intangible assets were identified in fiscal 2026, 2025 or 2024.

Stock-Based Compensation– The Company records stock-based compensation expense using the Black-Scholes pricing model based on certain valuation assumptions. Compensation expense is recorded over the vesting periods of the stock options, adjusted for expected forfeitures. The Company has classified stock-based compensation primarily within selling and administrative expenses to correspond with the classification of employees that receive stock option grants. The Company also evaluates any subsequent changes to any option holders’ terms under the modification rules of ASC 718. If determined to be a modification, the Black-Scholes pricing model is updated as of the date of the modification resulting in a cumulative catch up to expense, if necessary. Refer to Note 16, “Stock-Based Compensation,” for further information.

Income Taxes– The provision for income taxes is calculated using the asset and liability method. Under the asset and liability method, deferred income taxes are recognized for the tax effect of temporary differences between the financial statement carrying amount of assets and liabilities and the amounts used for income tax purposes and for certain changes in valuation allowances. Valuation allowances are recorded to reduce certain deferred tax assets when, in our estimation, it is more likely than not that a tax benefit will not be realized. We recognize uncertain tax positions when we have determined it is more likely than not that a tax position will not be sustained upon examination. However, new information may become available, or applicable laws or regulations may change, thereby resulting in a favorable or unfavorable adjustment to amounts recorded. Taxes related to Global Intangible Low-Taxed Income (“GILTI”) are treated as a current period expense when incurred. Refer to Note 12, “Income Taxes,” for further information.

Comprehensive Income (Loss)– The term “comprehensive income (loss)” represents the change in stockholders’ equity (deficit) from transactions and other events and circumstances resulting from non-stockholder sources. The Company’s accumulated other comprehensive income or loss, consisting principally of fair value adjustments to its interest rate swap and collar agreements (net of tax), cumulative foreign currency translation adjustments and pension liability adjustments (net of tax), is reported separately in the accompanying consolidated statements of comprehensive income.

Foreign Currency Translation and Transactions– The assets and liabilities of subsidiaries located outside the United States are translated into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Revenue and expense items are translated at the average monthly exchange rates prevailing during the period. Gains and losses resulting from foreign currency transactions are recognized currently in income and those resulting from translation of financial statements, including gains and losses from certain intercompany transactions, are accumulated as a separate component of other comprehensive income (loss) for the period. Foreign currency losses or (gains) recognized in cost of sales on the consolidated statements of income from changes in exchange rates were $2 million, $10 million and $20 million for the fiscal years ended September 30, 2026, 2025 and 2024, respectively.

Earnings per Share– Earnings per share is calculated using the two-class method, which includes the weighted-average number of common shares outstanding during the period and other securities that participate in cash dividends (“participating securities”). The Company’s vested stock options are considered “participating securities” because they include non-forfeitable rights to cash dividends. Unvested stock options are not participating securities because their dividend equivalent rights are forfeitable. Under the two-class method, net income attributable to the Company is allocated to both common shares and participating securities based on their respective weighted-average shares outstanding for the period. Diluted earnings per share includes the effect of other potentially dilutive securities, calculated using the treasury stock method, and reflects the more dilutive of the treasury stock and two-class methods. Contingently issuable shares are included in basic earnings per share when all necessary conditions have been satisfied, and in diluted earnings per share if the conditions would have been satisfied had the end of the reporting period been the end of the contingency period. Antidilutive securities are excluded from the calculation. Refer to Note 4, “Earnings Per Share,” for further information.

Redeemable Noncontrolling Interests– As detailed in Note 20, “Redeemable Noncontrolling Interests,” the noncontrolling interest holders of certain subsidiaries hold put options that allow them to sell up to 100% of their remaining interest to the Company. The Company holds call options that allow it to acquire up to 100% of their remaining interest. The cash consideration to be paid for the equity interests (redemption value) is primarily based on a formula using certain adjusted EBITDA metrics and a specified multiple.

Redeemable noncontrolling interests are initially recorded at their acquisition-date fair value. The fair value of the redeemable noncontrolling interests is determined using a Monte Carlo simulation and includes the put and call options available under the purchase agreement. Because redemption is outside the Company’s control, they are presented as temporary equity, between liabilities and stockholders’ deficit, on the consolidated balance sheets. After initial measurement, redeemable noncontrolling interests that are currently redeemable or probable of becoming redeemable are carried at the greater of (i) the redemption value or (ii) the carrying amount, which is the initial amount adjusted for the noncontrolling interest holders’ share of subsidiary earnings reduced by dividends paid to them.

New Accounting Pronouncements Adopted

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires a public business entity to disclose specific categories in its annual effective tax rate reconciliation and disaggregated information about significant reconciling items by jurisdiction and by nature. The ASU also requires entities to disclose their income tax payments (net of refunds) to international, federal, and state and local jurisdictions. The standard makes several other changes to income tax disclosure requirements. This standard is effective for annual periods beginning after December 15, 2024 (fiscal 2026), and requires prospective application with the option to apply it retrospectively. The Company adopted this standard in the fourth quarter of fiscal 2026 and applied it prospectively. Refer to Note 12, “Income Taxes,” for the required disclosures.

Recent Accounting Pronouncements Issued

In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard requires, among other items, additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included on the face of the statement of income. The standard is effective for fiscal years beginning after December 15, 2026 (fiscal 2028), and for interim periods within fiscal years beginning after December 15, 2027 (fiscal 2029), on a retrospective or prospective basis, with early adoption permitted. The Company is currently evaluating this standard to determine its impact on our disclosures.

In November 2025, the FASB issued ASU 2025-09, “Derivatives and Hedging (Topic 815): Hedge Accounting Improvements.” ASU 2025-09 provides amendments intended to better align hedge accounting and financial reporting with an entity’s risk management strategies, including expanded eligibility of forecasted transactions, additional flexibility in measuring hedge effectiveness and clarifications related to hedging non-financial items. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years (fiscal 2028), with early adoption permitted. The Company is currently evaluating this standard to determine its impact on our consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow-Scope Improvements.” ASU 2025-11 provides clarifications intended to improve the consistency and usability of interim disclosure requirements and the applicability to Topic 270. ASU 2025-11 also provides additional guidance for reporting material events occurring after the most recent annual period. The standard is effective for interim periods within annual periods beginning after December 15, 2027 (fiscal 2029) on a prospective basis, with early adoption permitted. The Company is currently evaluating this standard to determine its impact on our disclosures.

2. ACQUISITIONS

Prince & Izant– On September 28, 2026, the Company completed the acquisition of 99% of the outstanding stock of Prince & Izant (“P&I”) for approximately $1,058 million in cash, net of cash acquired. The definitive agreement to acquire P&I was entered into on July 27, 2026. The acquisition was financed using cash on hand. The remaining 1% of P&I equity interests continue to be owned by a member of P&I’s management team. Refer to Note 20, “Redeemable Noncontrolling Interests,” for further information.

P&I, headquartered in Cleveland, Ohio, is a leading global designer and manufacturer of highly engineered brazing alloys and specialty metal components used across a range of advanced performance and high cost-of-failure applications. P&I primarily supports the aerospace and defense, aeroderivative turbine, and transportation end markets. Within aerospace and defense, select applications include aircraft engine fuel nozzles and rocket engines. Additionally, but to a lesser degree, P&I also serves the medical and general industrial end markets. P&I derives the majority of its revenue from the aftermarket and supports a large installed base globally. P&I’s products are highly proprietary in nature and support end customers through advanced metallurgy, precise chemistry requirements, and deep formulation expertise which are critical to supporting the evolving performance requirements in the markets which it serves. P&I has manufacturing locations in Cleveland, Ohio; Tinley Park, Illinois; Franksville, Wisconsin; and Bay Shore, New York.

The operating results of P&I are included within TransDigm’s Power & Control segment.

The Company accounted for the P&I acquisition using the acquisition method of accounting and included the results of operations of the acquisition in its consolidated financial statements from the acquisition date. The purchase price was allocated to the assets acquired, liabilities assumed and redeemable noncontrolling interests recognized based on their estimated fair values at the acquisition date. The excess of the purchase price and the fair value of the redeemable noncontrolling interests over the fair value of the net identifiable assets acquired was recorded as goodwill. The allocation is preliminary. As of September 30, 2026, the measurement period (not to exceed one year from the acquisition date) is open. The Company is in the process of obtaining a third-party valuation of the other intangible assets and the redeemable noncontrolling interests and of finalizing working capital and income taxes. The amounts recognized are subject to adjustment until the end of the measurement period and the adjustments may be material.

The preliminary allocation resulted in $627 million of goodwill and $410 million of other intangible assets. The other intangible assets consist of $198 million of technology (amortized over 20 years), $135 million of customer relationships (amortized over 20 years), $65 million of trademarks and trade names (indefinite-lived) and $12 million of backlog (amortized over 1 year). Of these amounts, $219 million of goodwill and $170 million of other intangible assets are expected to be deductible for tax purposes over 15 years.

Jet Parts Engineering and Victor Sierra Aviation Holdings– On April 7, 2026, the Company completed the acquisition of 95% of the outstanding stock of Jet Parts Engineering (“JPE”) and 96% of the outstanding stock of Victor Sierra Aviation Holdings (“VSA”) for approximately $2,142 million in cash, net of cash acquired. The definitive agreement to acquire JPE and VSA was entered into on January 13, 2026. The remaining 5% and 4%, respectively, of JPE and VSA equity interests continue to be owned by certain members of JPE’s and VSA’s management teams. Refer to Note 20, “Redeemable Noncontrolling Interests,” for further information. The acquisition was financed using cash on hand and the net proceeds from the debt offerings completed in February 2026 (refer to Note 10, “Debt,” for further information).

JPE, headquartered in Seattle, Washington, is a leading independent designer and manufacturer of aerospace aftermarket solutions, primarily proprietary original equipment manufacturer (“OEM”) alternative parts and repairs. JPE serves commercial, regional and cargo airline customers, as well as maintenance, repair and overhaul providers. JPE’s products are highly engineered, proprietary parts manufacturer approval (“PMA”) components with a strong presence across major commercial aerospace platforms. VSA is a leading designer, manufacturer, and distributor of proprietary PMA and other aftermarket parts serving the commercial aerospace end market – primarily the general aviation and business aviation sectors. VSA is a leading collection of brands including McFarlane Aviation, Tempest Aero Group, and Aviation Products Systems. VSA offers a complete line of highly engineered PMA, custom design and OEM products, as well as service and repair stations. Nearly all of JPE’s and VSA’s sales are derived from the commercial aftermarket.

The operating results of JPE and VSA are included within TransDigm’s Power & Control segment.

The Company accounted for the JPE and VSA acquisition using the acquisition method of accounting and included the results of operations of the acquisition in its consolidated financial statements from the effective date of the acquisition. The total purchase price was allocated to the underlying assets acquired, liabilities assumed and redeemable noncontrolling interests recognized based upon their estimated fair values at the date of acquisition. The excess of the purchase price and the fair value of the redeemable noncontrolling interests over the fair value of the net identifiable assets acquired was recorded as goodwill. The Company has completed the valuation of the identifiable intangible assets and redeemable noncontrolling interests, which was performed with the assistance of a third-party valuation specialist. The allocation remains preliminary and is subject to adjustment during the measurement period, which will not exceed one year from the acquisition date, as the Company finalizes income taxes and certain other assets and liabilities. The Company does not expect material changes to the allocation.

During the fourth quarter of fiscal 2026, the Company recorded measurement period adjustments, primarily as a result of the completion of the third-party valuation and related impact on deferred tax liabilities, that increased goodwill by a net amount of $47 million. The adjustment to goodwill was a result of an increase to deferred income tax liabilities of $90 million, partially offset by an increase to other intangible assets of $43 million. The related effect on amortization expense was not material. The remaining measurement period adjustments recorded were not material.

The allocation resulted in $1,183 million of goodwill and $996 million of other intangible assets. The other intangible assets consist of $625 million of customer relationships (amortized over 20 years), $280 million of technology (amortized over 20 years) and $91 million of trademarks and trade names (indefinite-lived). Of these amounts, $753 million of goodwill and $707 million of other intangible assets are expected to be deductible for tax purposes over 15 years.

Simmonds Precision Products, Inc.– On October 6, 2025, the Company completed the acquisition of all the outstanding stock of the Simmonds Precision Products, Inc. business (“Simmonds”) of Goodrich Corporation for approximately $757 million in cash, net of cash acquired. The acquisition was financed using cash on hand. Simmonds, headquartered in Vergennes, Vermont, is a leading global designer and manufacturer of fuel & proximity sensing and structural health monitoring solutions for the aerospace and defense end markets. Simmonds’ products are highly engineered, proprietary components with significant aftermarket content and a strong presence across major aerospace and defense platforms. The operating results of Simmonds are included within TransDigm’s Power & Control segment.

The Company completed its allocation of the fair value of the assets acquired and liabilities assumed for the Simmonds acquisition. The final allocation resulted in $370 million of goodwill and $425 million of other intangible assets. The other intangible assets consist of $219 million of technology (amortized over 20 years), $160 million of customer relationships (amortized over 20 years) and $46 million of trademarks and trade names (indefinite-lived). All of the goodwill and other intangible assets recognized are deductible for tax purposes over 15 years.

Servotronics, Inc.– On June 2, 2025, the Company launched a tender offer to acquire all the issued and outstanding stock of Servotronics, Inc. (“Servotronics”), at a price of $47.00 per share in cash. On July 1, 2025, the tender offer expired, resulting in all issued and outstanding stock of Servotronics being canceled and Servotronics becoming a wholly owned subsidiary of the Company. The total purchase price was approximately $133 million in cash, net of cash acquired. The acquisition was financed through cash on hand. Servotronics, headquartered in Elma, New York, is a leading global designer and manufacturer of servo controls and other advanced technology components for aerospace and defense applications. Its products are highly engineered, proprietary components with significant aftermarket content and a strong presence across major aerospace and defense platforms. The operating results of Servotronics are included within TransDigm’s Power & Control segment.

The Company completed its allocation of the fair value of the assets acquired and liabilities assumed for the Servotronics acquisition. The final allocation resulted in $76 million of goodwill and $46 million of other intangible assets, none of which are deductible for tax purposes.

Other Acquisitions– For the fiscal year ended September 30, 2026, the Company completed several acquisitions consisting of substantially all of the assets and technical data rights of certain product lines or all the outstanding stock of certain businesses (collectively, referred to herein as the “Other Acquisitions”), each meeting the definition of a business, for a total aggregate purchase price of $434 million in cash, net of cash acquired. Each of the acquisitions was financed using cash on hand. These acquisitions represent bolt-ons to existing TransDigm operating units. Of the $176 million of goodwill recognized, $112 million is expected to be deductible for tax purposes over 15 years. Of the $134 million of other intangible assets recognized, $95 million is expected to be deductible for tax purposes over 15 years. As of September 30, 2026, the measurement period (not to exceed one year) is open for the fiscal 2026 Other Acquisitions; therefore, the assets acquired and liabilities assumed are subject to adjustment until the end of the respective measurement period. No adjustments are expected to be material to the consolidated financial statements.

On September 21, 2026, the Company announced that its operating unit, Extant Aerospace, entered into a definitive agreement to acquire certain assets comprising a portfolio of commercial rotorcraft, land systems and business jet products, including a manufacturing facility located in California, for approximately $240 million in cash. The acquisition is expected to close during fiscal 2027, subject to standard regulatory approvals and the satisfaction of customary closing conditions.

For the fiscal year ended September 30, 2025, the Company completed a number of Other Acquisitions, each meeting the definition of a business, for a total aggregate purchase price of $284 million in cash, net of cash acquired. Each of the acquisitions was financed using cash on hand. These acquisitions represent bolt-ons to existing TransDigm operating units. All of the approximately $147 million of goodwill and $90 million of other intangible assets recognized for the acquisitions are deductible for tax purposes over 15 years.

Pro forma net sales and results of operations for the acquisitions, had they occurred at the beginning of the fiscal years ended September 30, 2026 or September 30, 2025 are not material. Net sales and results of operations for the fiscal 2026 acquisitions included in the consolidated statements of income for the fiscal year ended September 30, 2026 are not material.

The acquisitions completed by the Company strengthen and expand the Company’s position to design, produce and supply highly engineered proprietary aerospace components in niche markets with significant aftermarket content and provide opportunities to create value through the application of our three core value-driven operating strategy (obtaining profitable new business, continually improving our cost structure, and providing highly engineered value-added products to customers). The purchase prices paid reflect the current earnings and cash flows, as well as the future earnings and cash flows expected to be generated by the businesses, which are driven in most cases by the recurring aftermarket consumption over the life of a particular aircraft, estimated to be approximately 25 to 30 years. The primary items that generate the goodwill recognized are the premiums paid by the Company for the future earnings potential of the businesses acquired and the value of their assembled workforces that do not qualify for separate recognition.

3. REVENUE RECOGNITION

TransDigm's sales are concentrated in the aerospace and defense industry. The Company’s customers include: distributors of aerospace components, commercial airlines, large commercial transport and regional and business aircraft original equipment manufacturers (“OEMs”), various armed forces of the U.S. and friendly foreign governments, defense OEMs, system suppliers, and various other industrial customers.

The Company recognizes revenue from contracts with customers using the five step model prescribed in ASC 606. A substantial portion of the Company’s revenue is recorded at a point-in-time basis. Revenue is recognized from the sale of products or services when obligations under the terms of the contract are satisfied and control of promised goods or services has transferred to the customer. Control is transferred when the customer has the ability to direct the use of and obtain benefits from the goods or services. Revenue is measured at the amount of consideration the Company expects to be paid in exchange for goods or services.

In a limited number of contracts, control transfers to the customer over time, primarily in contracts where the customer is required to pay for the cost of both the finished and unfinished goods at the time of cancellation plus a reasonable profit relative to the work performed for products that were customized for the customer. Therefore, we recognize revenue over time for those agreements that have a right to margin and where the products being produced have no alternative use.

Based on our production cycle, it is generally expected that goods related to the revenue will be shipped and billed within twelve months. For revenue recognized over time, we estimate the amount of revenue attributable to a contract earned at a given point during the production cycle based on certain costs, such as materials and labor incurred to date, plus the expected profit, which is a cost-to-cost input method.

We consider the contractual consideration payable by the customer and assess variable consideration that may affect the total transaction price. Variable consideration is included in the estimated transaction price when there is a basis to reasonably estimate the amount, including whether the estimate should be constrained in order to avoid a significant reversal of revenue in a future period. These estimates are based on historical experience, anticipated performance under the terms of the contract and our best judgment at the time.

When contracts are modified to account for changes in contract specifications and requirements, the Company considers whether the modification either creates new or changes the existing enforceable rights and obligations. Contract modifications that are for goods or services that are not distinct from the existing contract, due to the significant integration with the original good or service provided, are accounted for as if they were part of that existing contract. The effect of a contract modification to an existing contract on the transaction price and our measure of progress for the performance obligation to which it relates, is recognized as an adjustment to revenue on a cumulative catch-up basis. When the modifications include additional performance obligations that are distinct and at relative stand-alone selling price, they are accounted for as a new contract and performance obligation, which are recognized prospectively.

The Company’s payment terms vary by the type and location of the customer and the products or services offered. The Company does not offer any payment terms that would meet the requirements for consideration as a significant financing component.

Shipping and handling fees and costs incurred in connection with products sold are recorded in cost of sales in the consolidated statements of income, and are not considered a performance obligation to our customers.

The Company pays sales commissions that relate to contracts for products or services that are satisfied at a point-in-time or over a period of one year or less and are expensed as incurred. These costs are reported as a component of selling and administrative expenses in the consolidated statements of income.

In fiscal 2026, 2025 and 2024, no customer individually accounted for 10% or more of the Company’s net sales.

Net sales to foreign customers, primarily in Western Europe, Canada and Asia, were $3,698 million, $3,296 million and $2,908 million during the fiscal years ended September 30, 2026, 2025 and 2024, respectively.

We have elected to adopt the practical expedient to not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the reporting period for performance obligations that are part of a contract with an original expected duration of one year or less.

Contract Assets and Liabilities– Contract assets reflect revenue recognized and performance obligations satisfied in advance of customer billing or reimbursable costs related to a specific contract. Contract liabilities (Deferred revenue) relate to payments received in advance of the satisfaction of performance under the contract. We receive payments from customers based on the terms established in our contracts. The following table summarizes our contract assets and liabilities balances (in millions):

(1)Included in prepaid expenses and other on the consolidated balance sheets.

(2)Included in other non-current assets on the consolidated balance sheets.

(3)Included in accrued and other current liabilities on the consolidated balance sheets.

(4)Included in other non-current liabilities on the consolidated balance sheets.

Theincrease in the Company’s current and non-current contract assets at September 30, 2026 compared to September 30, 2025 is primarily due to the fiscal 2026 acquisitions and also the timing and status of work in process and/or milestones of certain contracts. For the fiscal year ended September 30, 2026, the revenue recognized that was included in the contract liability balance at the beginning of the fiscal year was approximately $115 million.

Refer to Note 15, “Segments,” for disclosures related to the disaggregation of revenue.

4. EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per share (in millions, except per share data) using the two-class method:

(1)Figures in the table may not recalculate exactly due to rounding. Earnings per share is calculated using unrounded numbers.

Basic and diluted earnings per share are the same for all periods presented. Vested stock options are participating securities and are included in the two-class method for both measures. Unvested stock options were not included in diluted earnings per share because the related performance conditions had not been met as of the end of the period. No securities were excluded from the computation of diluted earnings per share because their effect would have been antidilutive.

5. TRADE ACCOUNTS RECEIVABLE

Trade accounts receivable consist of the following (in millions):

Allowance for Credit Losses– The Company’s allowance for credit losses is the allowance for uncollectible accounts. The allowance for uncollectible accounts reduces the trade accounts receivable balance to the estimated net realizable value equal to the amount that is expected to be collected. For the fiscal years ended September 30, 2026 and 2025, the activity (including charges to expense, write-offs and recoveries) to the allowance was not material.

6. INVENTORIES

Inventories consist of the following (in millions):

7. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following (in millions):

8. GOODWILL AND INTANGIBLE ASSETS

The following is a summary of changes in the carrying value of goodwill by segment for the fiscal years ended September 30, 2025 and 2026 (in millions):

(1)Primarily related to the opening balance sheet adjustments recorded for the acquisition of Raptor Scientific (Airframe) completed during the fourth quarter of fiscal 2024 and CPI’s Electron Device Business (Power & Control) completed during the third quarter of fiscal 2024, within the allowable measurement period (not to exceed one year from the acquisition date).

(2)Primarily related to the opening balance sheet adjustments recorded for Servotronics (Power & Control) and certain Other Acquisitions (Power & Control) completed during fiscal 2025, within the allowable measurement period (not to exceed one year from the acquisition date). Measurement period adjustments for acquisitions completed during fiscal 2026 are included in goodwill acquired during the period.

Other intangible assets–net in the consolidated balance sheets consist of the following at September 30 (in millions):

The purchase price of each acquisition is allocated to the assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. For acquisitions with an open measurement period (not to exceed one year from the acquisition date), the allocations are provisional and subject to adjustment. Refer to Note 2, “Acquisitions,” for further information. Intangible assets acquired during the fiscal year ended September 30, 2026 are summarized in the table below (in millions):

Information regarding the amortization expense of amortizable intangible assets is detailed below (in millions):

Annual Amortization Expense:

Estimated Amortization Expense:

9. ACCRUED AND OTHER CURRENT LIABILITIES

Accrued and other current liabilities consist of the following (in millions):

10. DEBT

The Company’s debt consists of the following (in millions):

Issuance of the $1,200 Million 6.125% 2034 Notes –On February 13, 2026, the Company entered into a purchase agreement in connection with a private offering of $1,200 million in aggregate principal amount of 6.125% senior subordinated notes due 2034 (the “$1,200 million 6.125% 2034 Notes”) at an issue price of 100% of the principal amount. The $1,200 million 6.125% 2034 Notes were issued pursuant to an indenture, dated as of February 13, 2026, among TransDigm Inc., as issuer, TransDigm Group and the other subsidiaries of TransDigm Inc. named therein, as guarantors. The $1,200 million 6.125% 2034 Notes bear interest at 6.125% per annum, which accrues from February 13, 2026 and is payable in arrears on January 31 and July 31 of each year, commencing on July 31, 2026. The $1,200 million 6.125% 2034 Notes mature on July 31, 2034, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the related indenture.

Issuance of the $500 Million 6.125% 2034 Notes –On April 17, 2026, the Company entered into a purchase agreement in connection with a private offering of an additional $500 million in aggregate principal amount of 6.125% senior subordinated notes due 2034 (the “$500 million 6.125% 2034 Notes”) at an issue price of 100.375%, which resulted in a premium of approximately $2 million. The $500 million 6.125% 2034 Notes were issued pursuant to a supplemental indenture, dated as of April 17, 2026, which is substantially the same as the terms and conditions that apply to the $1,200 million 6.125% 2034 Notes indenture dated as of February 13, 2026 (collectively, the $500 million 6.125% 2034 Notes and the $1,200 million 6.125% 2034 Notes are referred to herein as the “6.125% 2034 Notes”).

The Company capitalized approximately $16 million in debt issuance costs associated with the 6.125% 2034 Notes during the fiscal year ended September 30, 2026.

Amendment No. 20 and Incremental Term Loan Assumption Agreement –On February 13, 2026, the Company entered into Amendment No. 20 and Incremental Term Loan Assumption Agreement (herein, “Amendment No. 20”), pursuant to which the Company, among other things, incurred $800 million in Tranche N term loans (the “Initial Tranche N term loans”). The other terms and conditions that apply to the Initial Tranche N term loans are substantially the same as the terms and conditions that apply to the other term loans existing under the Term Loans Facility. The Initial Tranche N term loans were fully drawn on February 13, 2026.

Amendment No. 21 and Incremental Term Loan Assumption Agreement –On April 17, 2026, the Company entered into Amendment No. 21 and Incremental Term Loan Assumption Agreement (herein, “Amendment No. 21”), pursuant to which the Company, among other things, incurred $1,000 million in additional Tranche N term loans (the “Additional Tranche N term loans”). The other terms and conditions that apply to the Additional Tranche N term loans are substantially the same as the terms and conditions that apply to the other term loans existing under the Term Loans Facility (collectively, the Additional Tranche N term loans and the Initial Tranche N term loans are referred to herein as the “Tranche N term loans”). The Additional Tranche N term loans were fully drawn on April 17, 2026.

Principal payments for the Tranche N term loans commenced on June 30, 2026, with approximately $4.5 million to be paid on a quarterly basis up to the February 13, 2033 maturity date. The Tranche N term loans bear interest at Term SOFR plus 2.50% per annum, which accrued from February 13, 2026, and is payable in arrears on March 31, June 30, September 30, and December 31 of each year, commencing on June 30, 2026.

The Company capitalized approximately $17 million in debt issuance costs associated with Amendments No. 20 and No. 21 during the fiscal year ended September 30, 2026.

Use of Proceeds

The Company used the net proceeds from the February 13, 2026 issuances of the $1,200 million 6.125% 2034 Notes and the Initial Tranche N term loans, along with cash on hand, to fund the purchase price of the acquisition of JPE and VSA and for related transaction fees and expenses.

The Company intended to use the net proceeds from the April 17, 2026 issuances of the $500 million 6.125% 2034 Notes and the Additional Tranche N term loans, along with cash on hand, to fund the purchase price of the proposed acquisition of Stellant Systems, Inc., common stock repurchases (refer to Note 14, “Stock Repurchase Program”) and for general corporate purposes. Notwithstanding the July 13, 2026 announcement that the Company elected to withdraw from its proposed acquisition of Stellant Systems, Inc., there was no special mandatory redemption of the April 17, 2026 debt issuances and they remain outstanding.

Issuance of the 2035 Secured Notes –On September 28, 2026, the Company entered into a purchase agreement in connection with a private offering of $3,000 million in aggregate principal amount of 6.750% senior secured notes due 2035 at an issue price of 100% of the principal amount. The 2035 Secured Notes were issued pursuant to an indenture, dated as of September 28, 2026, among TransDigm Inc., as issuer, TransDigm Group and the other subsidiaries of TransDigm Inc. named therein, as guarantors. The 2035 Secured Notes bear interest at 6.750% per annum, which accrues from September 28, 2026 and is payable in arrears on January 31 and July 31 of each year, commencing on January 31, 2027. The 2035 Secured Notes mature on January 31, 2035, unless earlier redeemed or repurchased, and are subject to the terms and conditions set forth in the related indenture.

The Company capitalized approximately $27 million in debt issuance costs associated with the 2035 Secured Notes during the fiscal year ended September 30, 2026.

The net proceeds from the 2035 Secured Notes were used to repurchase the tendered 2028 Secured Notes (as further described below) and for general corporate purposes.

Tender Offer for the 2028 Secured Notes –On September 14, 2026, the Company announced a cash tender offer for any and all of its outstanding $2,100 million aggregate principal amount of 6.750% senior secured notes due 2028. On September 29, 2026, the Company purchased approximately $1,831 million aggregate principal amount of the 2028 Secured Notes that had been validly tendered before the early tender deadline of September 25, 2026. Holders received total consideration of $1,008.00 (plus accrued and unpaid interest) per $1,000 principal amount. The total consideration included an early tender premium of $30.00 per $1,000 principal amount. Approximately $269 million aggregate principal amount of the 2028 Secured Notes remained outstanding as of September 30, 2026. Subsequent to September 30, 2026, approximately $2 million aggregate principal amount of the 2028 Secured Notes were validly tendered and repurchased by the Company prior to the expiration of the tender offer on October 13, 2026.

The Company recorded refinancing costs of approximately $26 million, consisting of the $15 million early tender premium paid in excess of par, plus the write-off of the unamortized debt issuance costs and original issue discount of $6 million and $3 million, respectively, and other fees of $2 million during the fiscal year ended September 30, 2026 in conjunction with the purchase of the 2028 Secured Notes.

Trade Receivable Securitization Facility– The Company’s trade receivable securitization facility (the “Securitization Facility”) effectively increases the Company’s borrowing capacity depending on the amount of the domestic operations’ trade accounts receivable. The Securitization Facility includes the right for the Company to exercise annual one year extensions as long as there have been no termination events as defined by the agreement. The Company uses the proceeds from the Securitization Facility as an alternative to other forms of debt, effectively reducing borrowing costs.

On July 10, 2026, the Company amended the Securitization Facility to, among other things, (i) increase the borrowing capacity from $725 million to $1,000 million; and (ii) extend the maturity date to July 9, 2027. The Company subsequently drew $150 million available under the Securitization Facility in the fourth quarter of fiscal 2026.

As of September 30, 2026, the total drawn on the Securitization Facility is $875 million and the borrowing capacity available is $125 million. As of September 30, 2026 and 2025, the applicable interest rate was 5.09% and 5.67%, respectively. The Securitization Facility is collateralized by substantially all of the Company’s domestic operations’ trade accounts receivable.

Government Refundable Advances

Government refundable advances consist of payments received from the Canadian government to assist in research and development related to commercial aviation. The requirement to repay this advance is based on year-over-year commercial aviation revenue growth for certain product lines at CMC Electronics, which is a wholly-owned subsidiary of TransDigm. As of September 30, 2026 and 2025, the outstanding balance of these advances was $8 million and $12 million, respectively.

Obligations under Finance Leases

The Company leases certain buildings and equipment under finance leases. The present value of the minimum finance lease payments, inclusive of the current portion, represents a balance of $344 million and $284 million at September 30, 2026 and 2025, respectively. The increase in fiscal 2026 is primarily attributable to leases assumed from business combinations, new leases of facilities and amendments to previous agreements qualifying as lease modifications resulting in a change in classification from an operating lease to a finance lease. Refer to Note 17, “Leases,” for further disclosure of the Company’s lease obligations.

Senior Secured Credit Facilities

As of September 30, 2026, TransDigm has $12,803 million in fully drawn term loans (the “Term Loans Facility”) and a $910 million revolving credit facility, of which $865 million in borrowings was available to the Company under the revolving commitments. As of September 30, 2025, TransDigm had $11,124 million in fully drawn term loans and a $910 million revolving credit facility, of which $857 million was available for borrowing to the Company under the revolving commitments. For both fiscal 2026 and 2025, draws on the revolving commitments are subject to an interest rate of Term SOFR plus 2.25% and the unused portion of the revolving commitments is subject to a fee of 0.50% per annum. The total fees incurred on the unused portion of the revolving commitments were not material in fiscal 2026 or fiscal 2025. TransDigm is in compliance with all the covenants contained in the Credit Agreement.

The interest rates per annum applicable to the Term Loans Facility under the Credit Agreement are, at TransDigm’s option, equal to either an alternate base rate or an adjusted Term SOFR for one-, three- or six-month interest periods chosen by TransDigm, in each case plus an applicable margin percentage. The adjusted Term SOFR related to the Term Loans Facility is not subject to a floor. Refer to Note 18, “Derivatives and Hedging Activities,” for further information about how our interest rate swaps and collar agreements are used to hedge and offset, respectively, the variable interest rate portion of our debt.

Secured Notes

TransDigm Inc. is the issuer of the 2028 Secured Notes, 2029 Secured Notes, 2030 Secured Notes, 2031 Secured Notes, 2032 Secured Notes, 2033 Secured Notes, 2034 Secured Notes and 2035 Secured Notes (collectively, the “Secured Notes”). The Secured Notes are senior secured obligations of TransDigm Inc. and are fully and unconditionally guaranteed on a joint and several, senior secured basis by TransDigm Group and certain of TransDigm Inc.’s subsidiaries, as described under “Guarantor Information” in Item 7 of this Form 10-K and listed in Exhibit 22.1. The Secured Notes contain restrictive covenants that are substantially similar to many of the restrictive covenants in the Credit Agreement. The Company is in compliance with all of the covenants contained in the Secured Notes.

Subordinated Notes

TransDigm Inc. is the issuer of the 4.625% 2029 Notes,4.875% 2029 Notes,6.375% 2033 Notes,6.750% 2034 Notes and the 6.125% 2034 Notes (collectively, the “Subordinated Notes”). The Subordinated Notes are unsecured obligations of TransDigm Inc., are subordinated in right of payment to its senior indebtedness (including the Secured Notes and the senior secured credit facilities) and are fully and unconditionally guaranteed, on a joint and several, senior subordinated unsecured basis, by TD Group and certain of TransDigm Inc.’s subsidiaries, as described under “Guarantor Information” in Item 7 and listed in Exhibit 22.1. The Subordinated Notes contain restrictive covenants that are substantially similar to many of the restrictive covenants in the Credit Agreement. The Company is in compliance with all of the covenants contained in the Subordinated Notes.

Debt Repayment Schedule

At September 30, 2026, future maturities of long-term debt (excluding finance lease obligations) are as follows (in millions), refer to Note 17, “Leases,” for future maturities of finance leases:

11. FAIR VALUE MEASUREMENTS

The Company values its financial instruments using an industry standard market approach, in which prices and other relevant information are generated by market transactions involving identical or comparable assets or liabilities. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. No financial instruments were measured at fair value on a recurring basis, or disclosed at fair value, using unobservable inputs (Level 3). Fair value measurements made at the acquisition date of businesses, which use significant unobservable inputs, are described in Note 2, “Acquisitions.”

The following table presents our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in millions):

(1)Included in prepaid expenses and other on the consolidated balance sheets.

(2)Included in other non-current assets on the consolidated balance sheets.

(3)Included in accrued and other current liabilities on the consolidated balance sheets.

(4)Included in other non-current liabilities on the consolidated balance sheets.

The Company’s derivatives consist of interest rate swap and collar agreements and foreign currency forward exchange contracts. The fair values of the interest rate swap and collar agreements were derived by taking the net present value of the expected cash flows using observable market inputs (Level 2) such as SOFR rate curves, futures, volatilities and basis spreads (when applicable). The fair values of the foreign currency forward exchange contracts were derived by using Level 2 inputs based on observable spot and forward exchange rates in active markets. There has not been any impact to the fair value of derivative liabilities due to the Company’s own credit risk. Similarly, there has not been any material impact to the fair value of derivative assets based on the Company’s evaluation of counterparties’ credit risks.

The fair value of cash and cash equivalents, trade accounts receivable-net, accounts payable and borrowings under the Securitization Facility approximated carrying value at September 30, 2026 and 2025 due to the short-term nature of these financial instruments or, in the case of the Securitization Facility, its variable interest rate (Level 2).

The estimated fair value of the Company’s term loans was based on information provided by the agent under the Company’s Credit Agreement (Level 2). The estimated fair values of the Company’s notes were based upon quoted market prices (Level 1). The carrying value of long-term debt, including the current portion and excluding borrowings under the Securitization Facility, government refundable advances, finance lease obligations, debt issuance costs, original issue discount and premium, and the fair value of long-term debt are as follows (in millions):

12. INCOME TAXES

The Company’s income from continuing operations before income taxes includes the following components for the periods shown below (in millions):

The Company’s income tax provision (benefit) on income from continuing operations consists of the following for the periods shown below (in millions):

The Company adopted ASU 2023-09 on a prospective basis beginning with the 2026 annual reporting period. Reconciliations between the U.S. federal statutory income tax rate and the effective income tax rate consist of the following for the period shown below (in millions):

(1)State taxes in California, Illinois, and New Jersey made up the majority (greater than 50 percent) of the tax effect in this category.

A reconciliation from the statutory federal income tax rate to our effective income tax rate, applying ASC 740 prior to the adoption of ASU 2023-09, consists of the following for the periods shown below:

The components of the deferred taxes consist of the following (in millions):

At September 30, 2026, the Company has state net operating loss carryforwards of approximately $620 million, German net operating loss carryforwards of $87 million and United Kingdom net operating loss carryforwards of approximately $52 million that expire in various fiscal years from 2027 to 2046. The Company has U.S. and non-U.S. tax credit carryforwards of $3 million that expire beginning in fiscal year 2027.

The deferred tax assets for the interest expense limitation, net operating losses, and tax credit carryforwards are reduced by a valuation allowance for the amount of such assets that the Company believes will not be realized.

With limited exception, no provision has been made for income taxes on undistributed earnings of foreign subsidiaries at September 30, 2026, since it is the Company’s intention to indefinitely reinvest such undistributed earnings. The cash that is permanently reinvested is typically used to expand operations either organically or through acquisitions. It is not practicable to estimate the additional taxes that would be payable on the remittance of such earnings. We have provided for taxes in jurisdictions in which we are not considered indefinitely reinvested, however, such amounts are not significant.

The Company and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state, local and foreign jurisdictions. The Company is no longer subject to U.S. federal examinations for years before fiscal 2022. The Company is currently under examination for its federal income taxes in Canada for fiscal years 2018 through 2019, in France for fiscal years 2020 through 2022, and in Germany for fiscal years 2017 through 2024. In addition, the Company is subject to state income tax examinations for fiscal years 2015 and later.

The following schedule presents the changes in deferred tax asset valuation allowance as follows (in millions):

Total income taxes paid, net of refunds, by material jurisdiction in accordance with the adoption of ASU 2023-09 consists of the following for the period shown below (in millions):

The Company does not have material unrecognized tax benefits as of September 30, 2026 and 2025. The Company classifies all income tax-related interest and penalties as income tax expense, which were not material for the fiscal years ended September 30, 2026 and 2025. As of September 30, 2026 and 2025, the Company’s accrual for interest and penalties was not material.

13. COMMITMENTS AND CONTINGENCIES

Legal Proceedings–During the ordinary course of business, the Company is from time to time threatened with, or may become a party to, legal actions and other proceedings such as product liability claims, employee claims, workers’ compensation claims and class action lawsuits. Insurance may cover some of the costs associated with these claims and proceedings. While the Company is currently involved in certain legal proceedings, it believes the results will not have a material adverse effect on its financial condition, results of operations or cash flows, and it does not believe a loss in excess of amounts accrued is reasonably possible.

Environmental Liabilities–The Company’s operations and facilities are subject to federal, state, local and foreign environmental laws and regulations, and the Company is currently involved in the investigation and remediation of a number of sites, including sites at which it has been identified as a potentially responsible party under federal and state superfund laws. Liabilities are recorded when they are probable and the costs are reasonably estimable, which is generally no later than completion of a feasibility study or when the Company has recommended a remedy or committed to a plan of action. The estimates are based on current facts, laws, regulations and technology and reflect anticipated allocations among potentially responsible parties. They are not discounted, do not consider inflation and are not offset by possible insurance or other third-party recoveries. Because of uncertainties about the nature and extent of contamination, remediation alternatives, evolving standards and the responsibility of other parties, adjustments to the accruals will likely be necessary as investigation and remediation proceed. The Company does not have material liabilities for environmental remediation obligations at September 30, 2026 and 2025.

Commitments–The Company uses letters of credit to support certain payment and performance obligations. Letters of credit reduce the amount available for borrowing under the revolving credit facility. As of September 30, 2026, the Company had $45 million of letters of credit outstanding, none of which had been drawn. Refer to Note 10, “Debt,” Note 17, “Leases,” and Note 20, “Redeemable Noncontrolling Interests,” for information on the Company’s other commitments.

14. STOCK REPURCHASE PROGRAM

The authorized capital stock of TD Group consists of 224,400,000 shares of $.01 par value common stock and 149,600,000 shares of $.01 par value preferred stock. The total number of shares of common stock issued at September 30, 2026 and 2025 was 62,984,285 and 62,465,317, respectively. The total number of shares held in treasury was 8,406,114 and 6,089,675 at September 30, 2026 and 2025, respectively. There wereno shares of preferred stock outstanding at September 30, 2026 and 2025. The terms of the preferred stock have not been established.

On January 27, 2022, the Board of Directors of the Company (the “Board”) authorized a stock repurchase program permitting repurchases of up to $2.2 billion of the Company’s outstanding shares (referred to herein as the “existing stock repurchase program”), replacing the $650 million stock repurchase program. In November 2025, the Board increased the authorization under the existing stock repurchase program by $5.0 billion. Repurchases are subject to any restrictions in the Credit Agreement and the indentures governing the Subordinated Notes and Secured Notes. There is no expiration date for the existing stock repurchase program.

During fiscal 2026, the Company repurchased 2,316,439 shares of common stock at an average price of $1,187.21 per share, for a total amount of $2,750 million. The repurchased shares of common stock are classified as treasury stock in the statement of changes in stockholders’ deficit. As of September 30, 2026, $3,038 million remained available for repurchase under the existing stock repurchase program.

15. SEGMENTS

The Company’s businesses are organized and managed inthree reportable segments: Power & Control, Airframe and Non-aviation.

The Power & Control segment includes operations that primarily develop, produce and market systems and components that predominately provide power to or control power of the aircraft utilizing electronic, fluid, power and mechanical motion control technologies. Major product offerings include mechanical/electromechanical 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, databus and power controls, advanced sensor products, switches and relay panels, high performance hoists, winches and lifting devices, cargo loading, handling and delivery systems, brazing alloys and specialty metal components, electronic components used in the generation, amplification, transmission and reception of microwave signals, and single and two-stage servo valves. Primary customers of this segment are engine and power system and subsystem suppliers, airlines, third party maintenance suppliers, military buying agencies and repair depots. Products are sold in the original equipment and aftermarket market channels.

The Airframe segment includes operations that primarily develop, produce and market systems and components that are used in non-power airframe applications utilizing airframe and cabin structure technologies. Major product offerings include engineered latching and locking devices, engineered rods, engineered connectors and elastomer sealing solutions, 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, thermal protection and insulation, lighting and control technology, parachutes, specialized flight, wind tunnel and jet engine testing services and equipment and complex testing and instrumentation solutions. Primary customers of this segment are airframe manufacturers and cabin system suppliers and subsystem suppliers, airlines, third party maintenance suppliers, military buying agencies and repair depots. Products are sold in the original equipment and aftermarket market channels.

The Non-aviation segment includes operations that primarily develop, produce and market products for non-aviation markets. Major product offerings include seat belts and safety restraints for ground transportation applications, mechanical/electromechanical actuators and controls for space applications, hydraulic/electromechanical actuators and fuel valves for land-based gas turbines, and refueling systems for heavy equipment used in mining, construction and other industries, and turbine controls for the energy and oil and gas markets. Primary customers of this segment are off-road vehicle suppliers and subsystem suppliers, child restraint system suppliers, satellite and space system suppliers, manufacturers of heavy equipment used in mining, construction and other industries and turbine original equipment manufacturers, gas pipeline builders and electric utilities.

The Company’s segments are reported on the same basis used internally by our Chief Operating Decision Maker (“CODM”) for evaluating performance and for allocating resources. The Company’s CODM is collectively the President and Chief Executive Officer and Co-Chief Operating Officers. The primary measurement used internally by our CODM and management to review and assess the operating performance of each segment is EBITDA As Defined. Actual results are compared to plan, forecast and prior year on a monthly basis. The Company defines EBITDA As Defined as earnings before interest, taxes, depreciation and amortization plus certain non-operating items recorded as corporate expenses including non-cash compensation charges incurred in connection with the Company’s stock option or deferred compensation plans, foreign currency gains and losses, acquisition-integration costs, acquisition transaction-related expenses, and refinancing costs. Acquisition transaction and integration-related expenses represent costs incurred to integrate acquired businesses into TD Group’s operations; facility relocation costs and other acquisition-related costs; transaction and valuation-related costs for acquisitions comprising deal fees, legal, financial and tax due diligence expenses; amortization expense of inventory step-up recorded in connection with the purchase accounting of acquired businesses.

The accounting policies for each segment are the same as those described in the summary of significant accounting policies in Note 1 to the Company’s consolidated financial statements. Intersegment sales and transfers are recorded at values based on market prices, which creates intercompany profit on intersegment sales or transfers that is eliminated in consolidation. Intersegment sales were immaterial for the periods presented below. Corporate consists of our corporate offices. Corporate expenses consist primarily of compensation, benefits, professional services and other administrative costs incurred by the corporate offices. Corporate assets consist primarily of cash and cash equivalents. Corporate expenses and assets reconcile reportable segment data to the consolidated totals. An immaterial amount of corporate expenses is allocated to the operating segments.

The following table sets forth, for the periods indicated, certain financial information by reportable segment, which includes a reconciliation of EBITDA As Defined to consolidated income from continuing operations before income taxes (in millions):

(1)Primarily represents cost of sales, selling expenses, general and administrative expenses, research and development, and miscellaneous income or expense. Excludes depreciation and amortization; non-cash stock and deferred compensation expense; foreign currency transaction gains or losses; acquisition transaction and integration-related expenses and payroll withholding taxes related to dividend equivalent payments.

(1)Corporate consists of our corporate offices and does not constitute an operating segment. These amounts are included to reconcile to total consolidated assets, capital expenditures and depreciation and amortization, respectively.

(1)Primarily represents cost of sales, selling expenses, general and administrative expenses, research and development, and miscellaneous income or expense. Excludes depreciation and amortization; non-cash stock and deferred compensation expense; foreign currency transaction gains or losses; acquisition transaction and integration-related expenses and payroll withholding taxes related to dividend equivalent payments.

(1)Corporate consists of our corporate offices and does not constitute an operating segment. These amounts are included to reconcile to total consolidated assets, capital expenditures and depreciation and amortization, respectively.

(1)Primarily represents cost of sales, selling expenses, general and administrative expenses, research and development, and miscellaneous income or expense. Excludes depreciation and amortization; non-cash stock and deferred compensation expense; foreign currency transaction gains or losses; acquisition transaction and integration-related expenses and payroll withholding taxes related to dividend equivalent payments.

(1)Corporate consists of our corporate offices and does not constitute an operating segment. These amounts are included to reconcile to total consolidated assets, capital expenditures and depreciation and amortization, respectively.

Geographic Area Information

Net sales are measured based on the geographic destination of sales. Long-lived assets consist of property, plant and equipment-net and operating lease right-of-use assets, and are attributed to the country in which the assets are physically located. Net sales and long-lived assets of individual countries outside of the United States are not material.

The following table presents net sales by geographic area (in millions):

The following table presents long-lived assets by geographic area (in millions):

16. STOCK-BASED COMPENSATION

The Company’s equity compensation plans are designed to assist the Company in attracting, retaining, motivating and rewarding key employees, directors or consultants, and promoting the creation of long-term value for stockholders by closely aligning the interests of these individuals with those of the Company’s stockholders. The Company’s equity compensation plans provide for the granting of stock options.

Non-cash stock compensation expense recognized by the Company during the fiscal years ended September 30, 2026, 2025 and 2024 was $146 million, $152 million and $188 million, respectively. Of the total non-cash stock compensation expense recorded in fiscal 2026, 2025 and 2024, $15 million, $15 million and $18 million, respectively, was recorded as a component of cost of sales and $131 million, $137 million and $170 million, respectively, was recorded as a component of selling and administrative expenses on the consolidated statements of income. The related tax benefit for the fiscal years ended September 30, 2026, 2025 and 2024 was $28 million, $24 million and $24 million, respectively. Of the total non-cash stock compensation expense recorded in fiscal 2026, 2025 and 2024, $170 million, $150 million and $134 million was recorded as a component of additional paid-in capital and $(24) million, less than $2 million and $54 million was recorded as a component of other non-current liabilities (as further discussed below).

The liability awards relate to (1) stock options granted between fiscal 2017 and fiscal 2020 from the 2014 stock option plan and (2) stock options that the Company expects to grant in fiscal 2027 from the 2019 stock option plan, for which compensation cost is being accrued during fiscal 2026 because the service period began before the grant date. Until the options are granted, the Company recognizes compensation cost for the service rendered based on the fair value of the expected awards, remeasured at the end of each reporting period. Upon grant, the liability will be remeasured to fair value on the grant date. In each case, the options are provided to certain employees in lieu of these individuals receiving salary and/or bonus compensation paid in cash. The vesting of the stock options is subject to the achievement of the same operating performance goals as other grants. The liability is remeasured each reporting period based on the results of the Black-Scholes option-pricing model on the last day of the reported period. The fiscal 2026 amount includes a $24 million benefit from the remeasurement of liability awards. The liability for these awards, included in other non-current liabilities, was $67 million and $102 million as of September 30, 2026 and 2025, respectively.

The weighted-average grant date fair value of options granted during the fiscal years ended September 30, 2026, 2025 and 2024 was $519.89, $549.03 and $397.31, respectively. The total fair value of options vested during fiscal years ended September 30, 2026, 2025 and 2024 was $136 million, $107 million and $97 million, respectively. Cash proceeds received from exercises of stock options for the fiscal years ended September 30, 2026, 2025 and 2024 were $155 million, $166 million and $245 million, respectively.

Compensation expense is recognized based upon probability assessments of awards that are expected to vest in future periods, adjusted for expected forfeitures. Such probability assessments are subject to revision and, therefore, unrecognized compensation expense is subject to future changes in estimate. As of September 30, 2026, there was approximately $265 million of total unrecognized compensation expense related to non-vested awards expected to vest, which is expected to be recognized over a weighted-average period of 1.8 years.

The fair value of the Company’s employee stock options was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted average assumptions for all options granted during the periods presented in the table below:

The risk-free interest rate is based upon the U.S. Treasury bond rates with a term similar to the expected life of the award as of the grant date. The average expected life of stock-based awards is based on the Company’s actual historical exercise experience. The Company uses actual historical changes in the market value of its stock to calculate the volatility assumption as it is management’s belief that this is the best indicator of future volatility. The Company estimates stock option forfeitures based on historical data. The total number of stock options expected to vest is adjusted by actual and estimated forfeitures. Changes to the actual and estimated forfeitures will result in a cumulative adjustment in the period of change. Notwithstanding the special dividends declared and paid from time to time, the Company historically has not declared and paid regular cash dividends and does not anticipate doing so in future periods. No dividend yield is assumed because dividend equivalents are paid on vested options and accrue on unvested options, so option holders are not disadvantaged by dividends declared on the underlying shares. Accordingly, the Black-Scholes fair value is not reduced for expected dividends.

2019 Stock Option Plan

In August 2019, the Board of Directors of TD Group adopted a new stock option plan, which was subsequently approved by stockholders on October 3, 2019. The 2019 stock option plan permits TD Group to award stock options to our key employees, directors or consultants. The total number of shares of TD Group common stock reserved for issuance or delivery under the 2019 stock option plan is 4,000,000, subject to adjustment in the event of any stock dividend or split, reorganization, recapitalization, merger, share exchange or any other similar corporate transaction or event. Options granted under this plan may be outstanding for a maximum of 10 years from the date of grant. The Company will issue new shares upon exercise of the stock options.

Performance Vested Stock Options– Generally all of the options granted through September 30, 2026 under the 2019 stock option plan have been pursuant to an equity incentive program adopted by the Company in 2008. Under the 2008 equity incentive program, generally all of the options granted will vest based on the Company’s achievement of established operating performance goals, typically over a five year period. The following table summarizes the activity, pricing and other information for the Company’s performance vested stock-based award activity during the fiscal year ended September 30, 2026:

At September 30, 2026, there were 2,708,865 remaining shares available for award under TD Group’s 2019 stock option plan.

2014 Stock Option Plan

In July 2014, the Board of Directors of TD Group adopted the 2014 stock option plan, which was subsequently approved by stockholders on October 2, 2014. The 2014 stock option plan permitted TD Group to award stock options to our key employees, directors or consultants. The total number of shares of TD Group common stock reserved for issuance or delivery under the 2014 stock option plan was 5,000,000, subject to adjustment in the event of any stock dividend or split, reorganization, recapitalization, merger, share exchange or any other similar corporate transaction or event. The 2014 stock option plan expired on July 24, 2024 and no further shares may be granted under the plan thereafter. Options granted under this plan may be outstanding for a maximum of 10 years from the date of grant. The Company will issue new shares upon exercise of the stock options.

Performance Vested Stock Options– Generally all of the options granted through September 30, 2026 under the 2014 stock option plan have been pursuant to an equity incentive program adopted by the Company in 2008. Under the 2008 equity incentive program, generally all of the options granted will vest based on the Company’s achievement of established operating performance goals, typically over a five year period. The following table summarizes the activity, pricing and other information for the Company’s performance vested stock-based award activity during the fiscal year ended September 30, 2026:

The total intrinsic value of performance options exercised during the fiscal years ended September 30, 2026, 2025 and 2024 was $516 million, $600 million and $794 million, respectively.

Dividends and Dividend Equivalent Plans

Pursuant to the Amended and Restated 2014 Stock Option Plan Dividend Equivalent Plan and the 2019 Stock Option Plan Dividend Equivalent Plan, all of the vested options granted under the existing stock option plans, except for grants to the members of the Board of Directors, are entitled to dividend equivalent payments in the event of the declaration of a dividend by the Company. No dividends were declared in fiscal 2026.

Dividend equivalent payments are made during the Company’s first fiscal quarter each year and also upon payment of any dividends declared. Total dividend equivalent payments were $59 million, $208 million and $233 million during the fiscal years ended September 30, 2026, 2025 and 2024, respectively. At September 30, 2026, there was $54 million recorded in accrued and other current liabilities and $52 million recorded in other non-current liabilities on the consolidated balance sheets related to future dividend equivalent payments.

17. LEASES

The Company leases manufacturing facilities, offices, land, equipment and vehicles. Such leases, some of which are noncancellable and, in many cases, include renewals, expire at various dates. Such options to renew are included in the lease term when it is reasonably certain that the option will be exercised. The Company’s lease agreements typically do not contain any significant residual value guarantees or restrictive covenants, and payments within certain lease agreements are adjusted periodically for changes in an index or rate.

The Company determines if an arrangement is a lease at inception. Lease assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Lease assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The discount rate implicit in the Company’s leases is generally not determinable, and therefore the Company uses its incremental borrowing rate, which is determined based on the lease term and the currency in which lease payments are made. The lease term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise those options.

Leases are classified as either operating or finance leases based on the criteria in ASC 842. Operating lease cost is recognized on a straight-line basis over the lease term. Finance lease right-of-use assets are amortized on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset, and interest on finance lease liabilities is recognized using the effective interest method. Where the lease transfers ownership or the Company is reasonably certain to exercise a purchase option, the asset is amortized over its useful life. The Company has made an accounting policy election not to recognize lease assets or liabilities for leases with a term of twelve months or less. The Company has also elected, for all classes of underlying assets, not to separate non-lease components, such as related services, from lease components, and accounts for them as a single lease component.

The components of lease expense for the fiscal years ended September 30, 2026, 2025 and 2024 are as follows (in millions):

Supplemental cash flow information related to leases for the fiscal years ended September 30, 2026, 2025 and 2024 is as follows (in millions):

Supplemental balance sheet information related to leases is as follows (in millions):

As of September 30, 2026 and 2025 the Company has the following remaining lease term and weighted average discount rates:

Future maturities of lease liabilities are as follows (in millions):

18. DERIVATIVES AND HEDGING ACTIVITIES

The Company is exposed to, among other things, the impact of changes in interest rates and foreign currency exchange rates in the normal course of business. The Company’s risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes derivative financial instruments to offset a portion of these risks. The Company uses derivative financial instruments only to the extent necessary to hedge identified business risks and does not enter into such transactions for trading purposes. The Company generally does not require collateral or other security with counterparties to these financial instruments and is therefore subject to credit risk in the event of nonperformance; however, the Company monitors credit risk and currently does not anticipate nonperformance by other parties. The Company has agreements with each of its swap and collar counterparties that contain a provision whereby if the Company defaults on the Credit Agreement, the Company could also be declared in default on its swaps and collars resulting in an acceleration of settlement under the swaps and collars.

All derivative financial instruments are recorded at fair value in the consolidated balance sheets. For a derivative that has not been designated as an accounting hedge, the change in the fair value is recognized immediately through earnings. For a derivative that has been designated as an accounting hedge of an existing asset or liability (a fair value hedge), the change in the fair value of both the derivative and underlying asset or liability is recognized immediately through earnings. For a derivative designated as a cash flow hedge of a forecasted transaction, the entire change in the fair value of the derivative is recorded in accumulated other comprehensive income (loss) and reclassified into earnings in the same period the hedged transaction affects earnings.

Interest Rate Swap and Collar Agreements– Interest rate swap and collar agreements are used to manage interest rate risk associated with floating rate borrowings, specifically the term loans under the Credit Agreement. Under the swap agreements, the Company receives floating rate payments in exchange for making fixed rate payments over the term of the agreements, without an exchange of the underlying principal amount. Under the collar agreements, the Company pays the counterparties if the elected tenor’s Term SOFR falls below the floor rate, and the counterparties pay the Company if it exceeds the cap rate. No payments are exchanged under the collar agreements unless Term SOFR is above the cap or below the floor. Together, these agreements reduce the impact of interest rate movements on future interest expense.

The interest rate swap and collar agreements are designated and qualify as cash flow hedges. The entire change in the fair value of these instruments is recorded in accumulated other comprehensive income (loss) and is reclassified into interest expense-net in the period during which the hedged interest payments affect earnings. Cash flows related to the derivative contracts are included in cash flows from operating activities on the consolidated statements of cash flows.

During the third quarter of fiscal 2026, the Company entered into new interest rate collar agreements aggregating to a notional amount of $800 million with an effective date of June 30, 2026 and maturity date of September 30, 2030. The rate floor is 2.50% and cap is 4.50%.

The tables below summarize the key terms of the swaps and collars as of September 30, 2026 (aggregated by effective date).

Interest rate swap agreements:

Interest rate collar agreements:

Certain derivative asset and liability balances are offset where master netting agreements provide for the legal right of setoff. For classification purposes, the Company records the net fair value of each type of derivative position that is expected to settle in less than one year with each counterparty as a net current asset or liability and each type of long-term position as a net non-current asset or liability. The amounts shown in the table below represent the gross amounts of recognized assets and liabilities, the amounts offset in the consolidated balance sheets and the net amounts of assets and liabilities presented therein (in millions):

(1)Refer to Note 11, “Fair Value Measurements,” for the consolidated balance sheets classification of the Company’s interest rate swap and collar agreements. The increase in the fair value of the interest rate swap and collar agreements is primarily attributable to increases in forward Term SOFR rates compared to September 30, 2025.

Based on the fair value amounts determined as of September 30, 2026, the estimated net amount of existing gains and caplet amortization expected to be reclassified into interest expense-net within the next twelve months is approximately $11 million.

Foreign Currency Forward Exchange Contracts– The Company transacts business in various foreign currencies, which subjects the Company’s cash flows and earnings to exposure related to changes in foreign currency exchange rates. These exposures arise primarily from purchases or sales of products and services from third parties. Foreign currency forward exchange contracts provide for the purchase or sale of foreign currencies at specified future dates at specified exchange rates, and are used to offset changes in the fair value of certain assets or liabilities or forecasted cash flows resulting from transactions denominated in foreign currencies. At September 30, 2026, the Company has outstanding foreign currency forward exchange contracts to sell U.S. dollars with notional amounts of $128 million. The maximum duration of the Company’s foreign currency cash flow hedge contracts at September 30, 2026 is twelve months. These notional values consist of contracts for the Canadian dollar and the euro and are stated in U.S. dollar equivalents at spot exchange rates at the respective trade dates. Amounts related to foreign currency forward exchange contracts included in accumulated other comprehensive (income) loss in stockholders’ deficit are reclassified into net sales when the hedged transaction settles. As of September 30, 2026, the Company expects to record a net loss of approximately $1 million on foreign currency forward exchange contracts designated as cash flow hedges to net sales over the next twelve months.

19. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following table presents the total changes by component in accumulated other comprehensive income (loss), net of taxes, for the fiscal years ended September 30, 2026 and 2025 (in millions):

(1)Represents unrealized gains (losses) on derivatives designated and qualifying as cash flow hedges, net of tax (expense) benefit, of $(31) million and $8 million for the fiscal years ended September 30, 2026 and 2025, respectively.

(2)There wereno material pension liability adjustments, net of taxes, related to activity for the defined pension plans and postretirement benefit plans for the fiscal years ended September 30, 2026 and 2025.

(3)Represents gains (losses) resulting from foreign currency translation of financial statements, including gains (losses) from certain intercompany transactions, into U.S. dollars at the rates of exchange in effect at the balance sheet dates. Refer to Note 1, “Summary of Significant Accounting Policies,” for additional information.

(4)Presented net of reclassifications out of accumulated other comprehensive income (loss) into earnings, specifically net sales and interest expense-net, for realized gains (losses) on derivatives designated and qualifying as cash flow hedges of $(3) million (net of taxes of $(1) million) and $14 million (net of taxes of $4 million), respectively, for the fiscal year ended September 30, 2026 and $(1) million (net of taxes of less than $(1) million) and $57 million (net of taxes of $18 million), respectively, for the fiscal year ended September 30, 2025.

20. REDEEMABLE NONCONTROLLING INTERESTS

The purchase agreements of JPE and VSA and P&I include a series of put and call options. The put options, held by the noncontrolling interest holders, provide the right to sell up to 100% of their remaining interest to the Company. The call options are held by the Company and provide it with the right to acquire from the noncontrolling interest holders up to 100% of their remaining interest. The redemption value is payable in cash and is primarily based on a formula using certain adjusted EBITDA metrics and a specified multiple.

The noncontrolling interests are classified as redeemable noncontrolling interests, outside of permanent equity, because the put options are not solely within the Company’s control. The rollforward of redeemable noncontrolling interests is presented in the consolidated statements of changes in stockholders’ deficit.

Redeemable noncontrolling interests are initially recorded at acquisition-date fair value. When a redeemable noncontrolling interest is currently redeemable or probable of becoming redeemable, it is adjusted to the greater of (i) its redemption value or (ii) its carrying amount, which is the initial amount adjusted for the holders’ share of earnings and distributions. The carrying amount of the redeemable noncontrolling interests as of September 30, 2026 was $85 million. The difference between the carrying amount and redemption value as of September 30, 2026 was not material.

EXHIBIT INDEX

TO FORM 10-K FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2026