[Form 4] Triumph Group, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Triumph Group, Inc. (TGI) – Form 4

SVP & CFO James F. McCabe Jr. reports transactions dated 24 Jul 2025 tied to the closing of the cash merger with Titan BW Acquisition Holdco Inc. At the merger’s effective time, all equity was converted into the $26.00 cash consideration.

• Common stock: 112,819 shares were deemed acquired from performance-based RSUs; 49,065 shares were withheld for taxes; 278,945 shares were surrendered for cash. Post-transaction direct ownership: 0 shares.
• Equity awards: 63,027 RSUs/PSUs were cancelled; tax withholding applied to 27,845 units. All awards exchanged for $26 per underlying share.
• Outcome: Insider no longer holds Triumph equity, confirming Triumph’s conversion to a wholly owned subsidiary of Titan BW and finalizing the $26.00 per-share take-out for all shareholders.

Positive

• Merger closing confirmed: Filing evidences completion of the $26-per-share cash acquisition, providing immediate liquidity to shareholders.

Negative

• Insider exits entire position: CFO now holds zero shares post-merger, ending alignment with any future performance under private ownership.

Insights

M&A Specialist

TL;DR: Filing verifies $26 cash buy-out completion; insider equity fully cashed, eliminating residual share float.

The Form 4 corroborates legal consummation of Titan BW’s acquisition. Cash settlement of 328,010 common shares and 63,027 RSUs/PSUs at $26 confirms the merger mechanics and eliminates minority interests. Investors gain liquidity; Triumph stock will cease trading, so future upside now depends on the private parent. No surprises versus merger agreement → neutral to mildly positive as execution risk is gone.

Corporate Governance Expert

TL;DR: CFO exits with zero holdings, alignment with public investors ends.

All insider positions were extinguished through mandatory cash conversion and tax withholding. While standard in take-privates, absence of rollover equity suggests executives’ incentives shift to the new parent’s private program, not public shareholders. Filing poses no governance red flags but signals complete transition to private ownership.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

McCabe James F JR

(Last) (First) (Middle)

555 E. LANCASTER AVENUE

SUITE 400

(Street)

RADNOR PA 19087

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TRIUMPH GROUP INC [ TGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/24/2025		A(1)		112,819	A	$0	328,010	D
Common Stock	07/24/2025		F(2)		49,065	D	$26	278,945	D
Common Stock	07/24/2025		D(3)		63,754	D	(3)	215,191	D
Common Stock	07/24/2025		D(4)		215,191	D	(4)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	07/24/2025		D(6)			4,967	(6)	(6)	Common Stock	4,967	$0	3,822	D
Restricted Stock Units	(5)	07/24/2025		F(7)			3,822	(6)	(6)	Common Stock	3,822	$26	0	D
Restricted Stock Units	(5)	07/24/2025		D(6)			8,284	(6)	(6)	Common Stock	8,284	$0	6,375	D
Restricted Stock Units	(5)	07/24/2025		F(7)			6,375	(6)	(6)	Common Stock	6,375	$26	0	D
Restricted Stock Units	(5)	07/24/2025		D(6)			22,932	(6)	(6)	Common Stock	22,932	$0	17,648	D
Restricted Stock Units	(5)	07/24/2025		F(7)			17,648	(6)	(6)	Common Stock	17,648	$26	0	D

Explanation of Responses:

1. On July 24, 2025, pursuant to the Agreement and Plan of Merger dated February 2, 2025 (the "Merger Agreement") among the Issuer, Titan BW Acquisition Holdco Inc., a Delaware corporation ("Parent"), and Titan BW Acquisition Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). The reported amount represents deemed acquisitions of shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock") underlying unvested performance-based restricted stock units ("PSUs") pursuant to the Merger Agreement based on the attainment of the applicable performance metrics at target level of performance, including 61,513 PSUs granted on April 27, 2023 and 51,306 PSUs granted on May 24, 2024.

2. Represents shares withheld to cover a tax liability in connection with the deemed vesting of the PSUs described herein.

3. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each PSU outstanding immediately prior to the Effective Time was cancelled in exchange for an amount in cash equal to the product of (i) the total number of shares of Common Stock underlying such PSU based on the attainment of the applicable performance metrics at target level of performance and (ii) $26.00 in cash, without interest (the "Merger Consideration"), less applicable tax withholdings.

4. At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive the Merger Consideration.

5. Each restricted stock unit ("RSU") represents the right to receive one share of Common Stock.

6. Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was cancelled in exchange for an amount in cash equal to the product of (i) the total number of shares of Common Stock underlying such RSU and (ii) the Merger Consideration, less applicable tax withholdings.

7. Represents shares withheld to cover a tax liability in connection with the deemed vesting of the RSUs described herein.

	Jennifer H. Allen, POA for James F. McCabe, Jr.	07/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

When did the Titan BW–Triumph Group merger close?

24 July 2025, the date all equity was converted into cash at $26 per share.

What cash consideration do TGI shareholders receive?

Each common share is entitled to $26.00 in cash, without interest, as specified in the Merger Agreement.

How many Triumph Group shares did CFO James F. McCabe Jr. surrender?

He surrendered 278,945 common shares and 63,027 RSUs/PSUs for cash; no shares remain.

Does the CFO retain any Triumph Group equity after the merger?

No. After the reported transactions his direct ownership is zero shares.

How were RSUs and PSUs treated in the merger?

Each unit was cancelled for cash equal to shares × $26, less applicable tax withholdings.

Will Triumph Group stock continue trading under ticker TGI?

No. The stock will be cancelled and Triumph operates as a wholly owned subsidiary of Titan BW.