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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.
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.
Triumph Group, Inc. (TGI) – Form 4
SVP & CFO James F. McCabe Jr. reports transactions dated 24 Jul 2025 tied to the closing of the cash merger with Titan BW Acquisition Holdco Inc. At the merger’s effective time, all equity was converted into the $26.00 cash consideration.
- Common stock: 112,819 shares were deemed acquired from performance-based RSUs; 49,065 shares were withheld for taxes; 278,945 shares were surrendered for cash. Post-transaction direct ownership: 0 shares.
- Equity awards: 63,027 RSUs/PSUs were cancelled; tax withholding applied to 27,845 units. All awards exchanged for $26 per underlying share.
- Outcome: Insider no longer holds Triumph equity, confirming Triumph’s conversion to a wholly owned subsidiary of Titan BW and finalizing the $26.00 per-share take-out for all shareholders.