Triumph Group Insider Filing Seals Titan BW Take-Private at $26
Rhea-AI Filing Summary
Triumph Group, Inc. (TGI) – Form 4
Chief Administrative Officer, General Counsel & Secretary Jennifer H. Allen disclosed transactions dated 24 Jul 2025 that finalize the equity conversion required by the 2 Feb 2025 merger with Titan BW Acquisition Holdco. At the effective time, each share and equity award was exchanged for $26.00 cash.
- 83,239 common shares were deemed acquired from unvested PSUs, lifting total ownership to 170,343 shares.
- 35,368 shares were withheld for taxes (Code F), and a further 47,871 and 87,104 shares were disposed of (Codes D) for the cash consideration, driving common-share ownership to 0.
- RSUs totaling 37,929 units were likewise canceled for cash; derivative holdings also fell to 0.
The filing confirms the cash-out of all Triumph equity at the agreed $26 price and indicates the officer no longer has a beneficial stake following the merger’s close.
Positive
- Merger closing confirmed at $26.00 per share, providing cash liquidity to former TGI shareholders
Negative
- None.
Insights
TL;DR: Administrative Form 4 shows officer’s shares canceled for $26 cash as merger closes; no residual holdings.
This Form 4 is largely procedural. It documents Jennifer H. Allen’s conversion of PSUs, RSUs and common shares into the $26.00 cash consideration specified in the merger agreement. All equity positions drop to zero, signalling completion of the take-private transaction. Because terms and price were announced months earlier, the disclosure carries neutral market impact; it neither alters valuation nor offers new strategic insight but does provide final confirmation that the merger closed on 24 Jul 2025.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 3,802 | $0.00 | -- |
| Tax Withholding | Restricted Stock Units | 2,809 | $26.00 | $73K |
| Disposition | Restricted Stock Units | 6,075 | $0.00 | -- |
| Tax Withholding | Restricted Stock Units | 4,489 | $26.00 | $117K |
| Disposition | Restricted Stock Units | 16,818 | $0.00 | -- |
| Tax Withholding | Restricted Stock Units | 12,426 | $26.00 | $323K |
| Grant/Award | Common Stock | 83,239 | $0.00 | -- |
| Tax Withholding | Common Stock | 35,368 | $26.00 | $920K |
| Disposition | Common Stock | 47,871 | $0.00 | -- |
| Disposition | Common Stock | 87,104 | $0.00 | -- |
Footnotes (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 46,266 PSUs granted on April 27, 2023 and 36,973 PSUs granted on May 24, 2024. Represents shares withheld to cover a tax liability in connection with the deemed vesting of the PSUs described herein. 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. 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. Each restricted stock unit ("RSU") represents the right to receive one share of Common Stock. 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. Represents shares withheld to cover a tax liability in connection with the deemed vesting of the RSUs described herein.
