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

Securities Analyst

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.

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^*

Allen Jennifer H.

(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)
	CAO, GC & Secretary

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)		83,239	A	$0	170,343	D
Common Stock	07/24/2025		F(2)		35,368	D	$26	134,975	D
Common Stock	07/24/2025		D(3)		47,871	D	(3)	87,104	D
Common Stock	07/24/2025		D(4)		87,104	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)			3,802	(6)	(6)	Common Stock	3,802	$0	2,809	D
Restricted Stock Units	(5)	07/24/2025		F(7)			2,809	(6)	(6)	Common Stock	2,809	$26	0	D
Restricted Stock Units	(5)	07/24/2025		D(6)			6,075	(6)	(6)	Common Stock	6,075	$0	4,489	D
Restricted Stock Units	(5)	07/24/2025		F(7)			4,489	(6)	(6)	Common Stock	4,489	$26	0	D
Restricted Stock Units	(5)	07/24/2025		D(6)			16,818	(6)	(6)	Common Stock	16,818	$0	12,426	D
Restricted Stock Units	(5)	07/24/2025		F(7)			12,426	(6)	(6)	Common Stock	12,426	$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 46,266 PSUs granted on April 27, 2023 and 36,973 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	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

What price did Triumph Group (TGI) shareholders receive in the merger?

All common shares and equity awards were converted into $26.00 cash per share at closing.

Which executive filed this Form 4?

The report was filed by Jennifer H. Allen, Triumph’s CAO, General Counsel & Secretary.

How many Triumph Group shares were ultimately disposed of?

A total of 170,343 shares—combining deemed acquisitions and subsequent disposals—were canceled for the merger cash consideration.

Are any equity awards still outstanding after the merger?

No. All PSUs and RSUs were canceled for cash, leaving the reporting person with 0 shares and 0 derivative securities.

Does the Form 4 indicate completion of the Titan BW Acquisition merger?

Yes. Transactions dated 24 Jul 2025 reflect the merger’s effective time and final cash-out of Triumph equity.