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

Rhea-AI Filing Summary

Triumph Group, Inc. (TGI) – Form 4 filing: Director Daniel P. Garton reports the automatic disposition of all equity holdings on 24 Jul 2025 when Triumph completed its cash-merger with Titan BW Acquisition Holdco Inc.

• Merger terms: Each outstanding Triumph common share and restricted stock unit (RSU) was cancelled and converted into the right to receive $26.00 cash per share ("Merger Consideration").
• Securities affected: 74,032 common shares, including 10,324 RSUs, were surrendered for cash; Form 4 indicates no remaining beneficial ownership post-transaction.
• Reporting person’s role: Outside director (non-executive).

No derivative securities were outstanding after the effective time. The transaction reflects completion of a previously announced merger rather than open-market trading.

Positive

• Merger consummation confirmed, providing shareholders (including insiders) a definitive $26.00 per-share cash payout.

Negative

• Insider equity position reduced to zero, signalling that public investors will no longer have exposure to Triumph as a standalone listing.

Insights

Equity Analyst

TL;DR – Filing confirms cash-out of director’s stake at $26 as merger closes; little incremental market impact.

This Form 4 simply documents the compulsory conversion of Daniel P. Garton’s 74,032 shares and related RSUs into cash upon closing of the Titan BW acquisition. Because the cash price and merger structure were disclosed on 2 Feb 2025, today’s filing carries administrative, not valuation, significance. It does, however, confirm procedural completion and the elimination of insider equity, signaling consummation of the take-private deal. Investors already tendered or will receive the same $26.00 consideration; no new forward-looking data, earnings metrics or guidance are provided.

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^*

GARTON DANIEL P

(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)		74,032(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. Daniel P. Garton	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).
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FAQ

What transaction is disclosed in Triumph Group’s (TGI) latest Form 4?

The filing shows director Daniel P. Garton surrendered 74,032 common shares and 10,324 RSUs for $26.00 cash each when Triumph merged with Titan BW on 24 Jul 2025.

Did the reporting person buy or sell TGI shares?

Shares were disposed automatically; no open-market sale occurred. All equity was cancelled for cash under the merger agreement.

What price did Triumph shareholders receive in the merger?

Each common share and RSU was converted into the right to receive $26.00 in cash, without interest.

How many Triumph shares does Daniel P. Garton own after the transaction?

The Form 4 indicates zero shares beneficially owned following the merger-related disposition.

Does this filing affect Triumph’s stock trading status?

Yes; the filing confirms Triumph became a wholly owned subsidiary of Titan BW and will cease separate public trading.