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

Rhea-AI Filing Summary

Triumph Group, Inc. (TGI) – Form 4 discloses that director Courtney Mather disposed of her entire equity stake on 24 Jul 2025 as a direct result of the company’s merger with Titan BW Acquisition Holdco.

• 22,178 common shares (including 10,324 RSUs) were automatically cancelled and converted into the right to receive $26.00 in cash per share, the consideration specified in the February 2, 2025 Merger Agreement.
• No derivative securities were outstanding or exercised, and post-transaction beneficial ownership is 0 shares.

The Form 4 is a procedural notice confirming the cash-out of insider holdings and the legal completion of the merger, rather than a discretionary trade.

Positive

• Merger consummation confirmed; shareholders, including insiders, receive $26.00 per share in cash.
• Eliminates closing risk for deal-arbitrage investors by documenting effective time of merger.

Negative

• Insider now holds zero shares, removing any ongoing alignment with the public entity (which is now privately held).

Insights

M&A Specialist

TL;DR: Filing confirms merger closed; insider shares cashed at $26, no remaining stake — administrative, mildly positive.

The disposition is entirely merger-driven. Because every outstanding share was exchanged for cash, insider selling does not signal negative sentiment. Instead, it validates that the all-cash acquisition of Triumph Group has reached its effective date and that consideration has been delivered. From a deal-arbitrage perspective the filing removes residual execution risk, supporting a positive view on closing proceeds. Impact is limited to confirmation; market should have priced this in when the closing was announced.

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
Estimated average burden
hours per response:			0.5

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^*

MATHER COURTNEY

(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)

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

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		D(1)		22,178(2)	D	(1)(2)	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

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"). At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Issuer ("Common Stock") issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $26.00 in cash, without interest (the "Merger Consideration").

2. Includes 10,324 restricted stock units ("RSUs"), each unit representing the contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs were cancelled and exchanged for an amount in cash, less applicable tax withholdings, equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration.

	Jennifer H. Allen, POA for Mr. Courtney Mather	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).
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FAQ

When did Courtney Mather dispose of her Triumph Group (TGI) shares?

All shares were cancelled on July 24, 2025 at the merger’s effective time.

How many Triumph Group shares were involved in the Form 4 filing?

A total of 22,178 common shares, including 10,324 RSUs, were converted to cash.

What price did Triumph Group shareholders receive in the merger?

Each share was exchanged for $26.00 in cash, as stipulated in the Merger Agreement.

Does the filing indicate further insider selling pressure?

No. The disposition was mandatory under the merger; the insider now owns 0 shares.

Why is this Form 4 important to investors?

It formally confirms that the cash-merger has closed and that insiders have been paid the agreed consideration.