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

Rhea-AI Filing Summary

VeriSign, Inc. (NASDAQ: VRSN) filed an automatic shelf registration statement (Form S-3 ASR) on 28 Jul 2025. The filing registers for resale—under Rule 415—of up to 4,815,032 existing common shares (5.15 % of the 93,408,594 shares outstanding as of 25 Jul 2025) held by two Berkshire Hathaway affiliates: Berkshire Hathaway Consolidated Pension Plan Master Trust (1,015,032 shares) and Burlington Northern Santa Fe, LLC Master Retirement Trust (3,800,000 shares). VeriSign is not issuing new equity, will receive no proceeds, and its capital structure (1 billion authorized common; 5 million authorized preferred; none outstanding) is unchanged.

The selling stockholders may dispose of shares from time to time through public or private transactions at market or negotiated prices; the prospectus warns that such sales "may have an adverse effect" on VRSN’s market price. After disposition, Berkshire entities would own zero shares. The document incorporates by reference VeriSign’s 2024 10-K, 2025 10-Qs and other filings, reiterating existing Risk Factors (cyber threats, contract renewals, ICANN policy, etc.). Use-of-proceeds, legal matters, and indemnification sections confirm that all registration costs are borne by VeriSign while brokerage fees are borne by the sellers.

Positive

• No dilution: VeriSign is not issuing new shares; existing shareholders’ ownership percentages remain intact.
• Increased float once shares are sold could improve trading liquidity for VRSN.

Negative

• Potential share-price pressure: Prospectus states large resales may adversely affect market price.
• Overhang risk: Berkshire affiliates can sell up to 5.15 % of outstanding shares at any time.

Insights

Securities Analyst

TL;DR – Berkshire can exit a 5.15 % stake; potential overhang, no cash to VRSN.

The filing enables two Berkshire trusts to liquidate 4.8 million shares, roughly seven trading days of average volume. Because VeriSign receives no proceeds and is not issuing new stock, fundamentals and per-share metrics remain intact. However, the prospectus itself notes that concentrated sales "may have an adverse effect on the market price," signalling a possible supply overhang. The registration also enlarges the public float, which could modestly improve liquidity once shares are distributed. Overall impact skews slightly negative near term due to potential price pressure, but neutral for long-term operations.

Corporate Governance Expert

TL;DR – Pure secondary offering; governance structure unchanged.

The S-3 ASR is limited to a secondary resale; there is no dilution and no change to VeriSign’s anti-takeover safeguards (Section 203, staggered board, lack of written consent, etc.). Berkshire’s exit does not trigger any change-of-control thresholds. Management retains full strategic flexibility as there are no covenants or lock-ups imposed by the filing. The board’s ability to authorize preferred stock and alter bylaws remains a key defence mechanism highlighted in the prospectus. From a governance standpoint the event is neutral.

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^*

Cherry Mark C.

(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	08/08/2024		D(1)		10,324(2)	D	(1)(2)	10,324	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. Mark C. Cherry	07/28/2024
	** 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

How many VeriSign (VRSN) shares are being registered for resale?

Up to 4,815,032 existing common shares held by Berkshire Hathaway affiliates.

Will VeriSign receive proceeds from this Form S-3 offering?

No. The company will not receive any proceeds; all sales are by the selling stockholders.

What percentage of VeriSign’s outstanding stock does the Berkshire stake represent?

The shares equal 5.15 % of the 93,408,594 shares outstanding as of 25 Jul 2025.

How might the resale affect VRSN’s share price?

The prospectus warns that large or concentrated sales “may have an adverse effect” on the market price.

Is VeriSign issuing any new securities or changing its capital structure?

No. The filing covers secondary resales only; authorized capital (1 billion common, 5 million preferred) is unchanged.