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

Rhea-AI Filing Summary

Yunhong Green CTI Ltd. (YHGJ) will hold its 2025 Annual Meeting on 22-Aug-25. Shareholders of record 23-Jul-25 will vote on:

• Director election: five nominees (Schwan, Li, Bryant, Roberts, Wong) for one-year terms.
• 1-for-10 reverse stock split: would cut the 27.74 m outstanding shares to c.2.77 m. Purpose is to regain compliance with Nasdaq’s US$1.00 minimum bid price before the 19-Oct-25 grace-period deadline. Authorised share count and par value stay unchanged.
• Auditor ratification: Wolf & Company, PC for FY-26; FY-24 audit fees US$629.5k after replacing disqualified firm BF Borgers.
• Other routine business.

Insider ownership is high: Chairman Yubao Li holds 43.6 %; all insiders 44.8 %. Largest outside holders own 6.8-11 % each. Three directors are independent; Philip Wong serves as lead independent and audit-committee financial expert.

Compensation highlights: CEO Jana Schwan base salary US$275k plus 250 k-share performance RSU grant (222.8 k unvested). Independent directors receive US$12k cash and 5 k RSUs annually.

The Board recommends voting FOR all proposals; simple-majority approval required (director election by plurality).

Positive

• Reverse stock split offers a path to regain Nasdaq $1 bid-price compliance, safeguarding market visibility.
• Independent board committees and a lead independent director satisfy Nasdaq governance requirements.

Negative

• High insider ownership (44.8%) limits minority influence over strategic decisions.
• Nasdaq non-compliance necessitating a reverse split signals sustained share-price weakness.
• Audit fees up 76% after re-audit, indicating higher compliance costs.

Insights

Securities Analyst

TL;DR: Reverse split critical for Nasdaq bid-price compliance; corporate actions otherwise routine.

The proxy centres on a 1-for-10 split aimed at avoiding delisting after two grace periods. If executed, float shrinks to roughly 2.77 m shares, which should mechanically lift the price but may further reduce liquidity. High insider control (≈45 %) limits governance leverage for minority holders. Audit change to Wolf after BF Borgers’ disqualification raised audit fees ~76 %. No financial guidance or operational updates are provided; impact therefore revolves chiefly around market-access risk.

Corporate Governance Expert

TL;DR: Governance framework adequate; concentration and split pose minority-holder concerns.

Board structure meets Nasdaq independence tests (3/5 independent, lead director, active committees). Yet the Chairman’s 43.6 % stake plus insider bloc at 44.8 % effectively controls outcomes, rendering shareholder votes largely symbolic. Reverse split preserves listing but may dilute perceived value without addressing core performance issues. Auditor transition appears proper, but the large fee increase suggests elevated complexity. Overall governance posture is acceptable but not robustly shareholder-centric.

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^*

KEATING NEAL 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
	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)		79,311(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 Mr. Neal J. Keating	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

When is Yunhong Green CTI's 2025 Annual Meeting?

The meeting is scheduled for 9:00 a.m. CT on 22 Aug 2025 at the company’s Lake Barrington, IL headquarters.

What reverse stock split ratio is Yunhong Green CTI (YHGJ) proposing?

Shareholders will vote on a 1-for-10 reverse split of issued common shares.

Why is YHGJ pursuing a reverse split?

The company fell below Nasdaq’s $1.00 minimum bid; the split aims to lift the share price and avoid delisting before 19 Oct 2025.

Who are the largest shareholders of Yunhong Green CTI?

Chairman Yubao Li controls 43.6 % of shares; other outside holders include Icy Mellon LLC (7.6 %) and Mitzners Consulting (11 %).

Which firm will audit YHGJ for FY-2026?

Wolf & Company, PC is nominated; FY-24 fees were US$629,500.