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

Rhea-AI Filing Summary

Nixxy, Inc. (NASDAQ: NIXX) filed an Form 8-K dated 23 July 2025 reporting a governance change under Item 5.02.

• Board change: The Board appointed Mike Schmidt, 55—who has served as Chief Executive Officer since 7 May 2025—as a director effective 23 July 2025.
• Background: Schmidt brings 20+ years in communications, including VP-Business Development at Biologic Pharmamedical Research (2021-2025) and prior senior roles at Urban Communications, Teliphone Navigata Westel and Uniserve Communications. He holds a B.A. from the University of Guelph.
• No related-party issues: The filing states there are no familial relationships, compensatory arrangements, or material related-party transactions tied to the appointment.

The company remains an emerging growth company under SEC rules. No financial results, guidance, or other material events were disclosed.

Insights

Corporate Governance Analyst

TL;DR: CEO joins Board—neutral governance impact, potential alignment but reduced independence.

The 8-K simply adds CEO Mike Schmidt to the Board. This can improve strategic alignment and speed decision-making, yet also concentrates power and marginally reduces board independence. Because no compensation details or related-party issues were identified, the move does not introduce apparent conflicts. From an investor standpoint, the change is routine and not financially material; therefore it should not impact valuation unless investors were previously concerned about leadership stability.

Portfolio Manager

TL;DR: Operational continuity affirmed; no earnings implications—stock impact minimal.

Schmidt was already steering Nixxy’s strategy as CEO; adding him to the Board formalizes authority but does not alter cash flows, guidance, or capital allocation. I view the disclosure as governance housekeeping. Portfolio positioning remains unchanged unless subsequent filings reveal strategic pivots under Schmidt’s combined role.

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
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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^*

Crowley Daniel J

(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
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

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)		395,376	A	$0	1,437,938	D
Common Stock	07/24/2025		F(2)		172,937	D	$26	1,265,001	D
Common Stock	07/24/2025		D(3)		222,439	D	(3)	1,042,562	D
Common Stock	07/24/2025		D(4)		1,042,562	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)			18,044	(6)	(6)	Common Stock	18,044	$0	14,029	D
Restricted Stock Units	(5)	07/24/2025		F(7)			14,029	(6)	(6)	Common Stock	14,029	$26	0	D
Restricted Stock Units	(5)	07/24/2025		D(6)			27,466	(6)	(6)	Common Stock	27,466	$0	21,354	D
Restricted Stock Units	(5)	07/24/2025		F(7)			21,354	(6)	(6)	Common Stock	21,354	$26	0	D
Restricted Stock Units	(5)	07/24/2025		D(6)			76,035	(6)	(6)	Common Stock	76,035	$0	59,114	D
Restricted Stock Units	(5)	07/24/2025		F(7)			59,114	(6)	(6)	Common Stock	59,114	$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 224,507 PSUs granted on April 27, 2023 and 170,869 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, POA for Daniel J. Crowley	07/28/2025
	** Signature of Reporting Person	Date
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FAQ

What did Nixxy, Inc. (NIXX) announce in its 8-K?

The company appointed its CEO, Mike Schmidt, to the Board of Directors effective July 23, 2025.

Does the board appointment involve any related-party transactions?

No. The filing states there are no material transactions or family relationships involving Mike Schmidt.

Will Mike Schmidt receive additional compensation for the director role?

The 8-K does not disclose any new compensation arrangements tied to his board appointment.

Is Nixxy still classified as an emerging growth company?

Yes. The filing confirms the company remains an emerging growth company under SEC rules.

Were any financial results or guidance included in this filing?

No financial metrics, earnings data, or guidance were provided in this report.