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

Rhea-AI Filing Summary

Gabelli-affiliated investment vehicles filed a Schedule 13D on 28 Jul 2025 disclosing ownership of 251,650 Series A shares of DallasNews Corp. (DALN), representing 5.31 % of the 4.74 million shares outstanding.

• Gabelli Funds: 105,350 sh (2.22%)
• Gabelli & Co Investment Advisers (GCIA): 90,800 sh (1.92%)
• GAMCO Asset Management: 45,000 sh (0.95%)
• Teton Advisors: 10,500 sh (0.22%)

The group spent approximately $3.06 million accumulating shares between 8 Jul – 24 Jul 2025 at prices ranging $4.50 to $16.01, funded largely through client accounts. Although reported on a 13D (non-passive) basis, the filing states the investors do not currently seek control of DALN; future buying or selling will depend on ongoing analysis of the company’s operations, valuation and market conditions.

The investors outline typical value-oriented governance preferences (support for cumulative voting, opposition to poison pills, etc.) and note that voting power above 25% would be delegated to independent committees. Their presence introduces an experienced shareholder that may influence strategic dialogue, but immediate operational changes are not signalled.

Positive

• Gabelli group accumulates 5.31 % stake, introducing an influential value-oriented shareholder that may advocate for strategies to unlock DALN’s equity value.
• $3.06 million capital deployed at prices up to $16/sh signals confidence in DALN’s fundamentals despite limited liquidity.

Negative

• Stake remains modest relative to total float, limiting ability to drive rapid strategic change.
• Filing disclaims any intent to seek control, suggesting limited immediate activist pressure.

Insights

Portfolio Manager

TL;DR – Gabelli funds now own 5.3 % of DALN; potential soft activism, modestly bullish.

This 13D reveals respected value investor Mario Gabelli’s complex has crossed the 5 % threshold in DallasNews. While the language disavows control, Gabelli entities typically engage management when they see undervaluation. Their $3 m commitment and purchases up to $16/sh suggest conviction versus DALN’s thinly traded float. Even without overt activism, a 5 % holder can press for capital-allocation discipline and sharpen market focus on latent asset value (real estate, cash). For a micro-cap with <5 m shares, any incremental buying could tighten supply. Overall, the disclosure is a constructive signal for shareholders.

Corporate Governance Specialist

TL;DR – Filing stresses no control intent; governance impact likely limited near-term.

Despite the 13D status, the group explicitly states it will not seek control and outlines standard proxy-voting guidelines. Combined voting power is just 5.3 %, far below levels that compel board concessions. Any stake above 25 % would be walled off via independent committees, further tempering influence. Therefore, governance ramifications are modest unless the position grows materially.

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^*

Humpton Barbara

(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)		62,114(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 Ms. Barbara Humpton	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 percentage of DallasNews (DALN) shares do Gabelli entities own?

They own 5.31 % of the outstanding Series A shares, equal to 251,650 shares.

How much did Gabelli funds spend acquiring DALN shares?

The group deployed approximately $3.06 million to build the position.

Does the Schedule 13D indicate activist intentions?

The filing is on a 13D, but it states the investors do not currently seek control; future actions depend on ongoing analysis.

Which Gabelli entity holds the largest DALN position?

Gabelli Funds LLC leads with 105,350 shares (2.22 % of the class).

Could the Gabelli group increase or reduce its DALN stake?

Yes. The filing notes they may buy additional shares or sell existing holdings based on market conditions and valuation.