[8-K] Triumph Group, Inc. Reports Material Event

Rhea-AI Filing Summary

Triumph Group, Inc. (TGI) filed a Form 8-K reporting that on 30 June 2025 it executed amendments to its $75 million receivables securitization facility, originally established in August 2008.

The company and its special-purpose entity, Triumph Receivables, LLC, entered into three restated agreements: (1) the Receivables Purchase Agreement, (2) the Purchase and Sale Agreement, and (3) a Performance Guaranty.

Main changes:

• Facility administration transferred from PNC Bank, National Association to MUFG Bank, Ltd.
• Updated benchmark transition provisions to reflect market reference rate changes.
• Technical revisions linked to the pending acquisition of Triumph Group by affiliates of Warburg Pincus LLC and Berkshire Partners LLC.

The amendments do not disclose any change to the facility’s $75 million capacity, and no financial statements accompanied the filing.

Aligning the securitization documentation with the upcoming change of control should help preserve liquidity and operational continuity as the acquisition process advances.

Positive

• Administration moved to MUFG Bank, Ltd., providing continuity and potentially stronger banking support during ownership transition.
• Amendments expressly accommodate the pending Warburg Pincus/Berkshire Partners acquisition, reducing transaction execution risk.

Negative

• None.

Insights

Financial Analyst

TL;DR: Neutral liquidity housekeeping; keeps $75M facility alive under new bank and buyout structure.

The filing is procedural: it shifts the administrator to MUFG, refreshes rate language, and assures lenders that the Warburg-Berkshire takeover does not breach covenants. There is no expansion in size or tenor, so liquidity is unchanged. For investors, the move lowers execution risk during the change of control but does not materially improve capital structure. I view the impact as neutral.

M&A Specialist

TL;DR: Positive sign—financing aligned with acquisition, reducing close-risk.

Restating the securitization agreements before closing demonstrates proactive deal management. Transferring administration to MUFG and updating benchmarks removes technical hurdles that could delay funding or trigger consents after the buyout. While dollar size stays flat, certainty of receivables liquidity supports working-capital planning under new ownership, which is modestly positive for completion probability.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2025

TRIUMPH GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			1-12235	51-0347963
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
555 E Lancaster Avenue Suite 400
Radnor, Pennsylvania				19087
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 610 251-1000

(Former Name or Former Address, if Changed Since Last Report)

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

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $.001 per share		TGI		New York Stock Exchange LLC
Purchase rights		N/A		New York Stock Exchange LLC

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

Emerging growth company ☐

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

Item 1.01 Entry into a Material Definitive Agreement.

Amendments to Securitization Facility

On June 30, 2025, Triumph Group, Inc. (the “Company”) entered into amendments to its existing $75 million receivables securitization facility (the “Receivables Securitization Facility,” and such amendments, the “Securitization Facility Amendments”), which was established in August 2008 and amended from time to time by entering into (i) a second amended and restated receivables purchase agreement, among Triumph Receivables, LLC, as seller, the Company, as servicer, the various purchasers, LC participants and purchaser agents from time to time party thereto and MUFG Bank, Ltd., as administrator and as LC bank, (ii) a second amended and restated purchase and sale agreement, among various entities listed therein, as the originators, the Company, individually and as servicer and Triumph Receivables, LLC and (iii) a third amended and restated performance guaranty, by the Company in favor of MUFG Bank, Ltd., as administrator. The Securitization Facility Amendments provide for the transfer of the Receivables Securitization Facility’s administration from PNC Bank, National Association to MUFG Bank, Ltd., changes to certain benchmark transition provisions and other amendments relating to the consummation of the previously announced acquisition of the Company by affiliates of Warburg Pincus LLC and Berkshire Partners LLC.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1		Second Amended and Restated Receivables Purchase Agreement, dated as of June 30, 2025, among Triumph Receivables, LLC, as seller, Triumph Group, Inc., as servicer, the various purchasers, LC participants and purchaser agents from time to time party thereto, MUFG Bank, Ltd., as administrator and as LC bank.
4.2		Second Amended and Restated Purchase and Sale Agreement, dated as of June 30, 2025, among various entities listed therein, as the originators, Triumph Group, Inc., individually and as servicer and Triumph Receivables, LLC.
4.3		Third Amended and Restated Performance Guaranty, dated as of June 30, 2025, by Triumph Group, Inc. in favor of MUFG Bank, Ltd., as administrator.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

			Triumph Group, Inc.
Date:	July 7, 2025	By:	/s/ Jennifer H. Allen
			Jennifer H. Allen Chief Administrative Officer, Senior Vice President, General Counsel and Secretary

FAQ

What did Triumph Group (TGI) announce in its 30 June 2025 Form 8-K?

It executed amendments to its $75 million receivables securitization facility, including new agreements and an administrator change.

How large is Triumph Group’s receivables securitization facility?

The facility remains at $75 million.

Which bank now administers the securitization facility?

MUFG Bank, Ltd. replaced PNC Bank, National Association as administrator and LC bank.

Why were the securitization agreements amended?

To update benchmark provisions and ensure compliance with the pending acquisition by Warburg Pincus and Berkshire Partners affiliates.

Did the amendments change the facility’s size or provide new funding?

No change to the $75 million capacity was disclosed.

Were financial statements or earnings data included in the 8-K?

No. Item 9.01 lists only the amended agreements as exhibits; no financial statements accompanied the filing.