Form 4: Triumph Group CEO Daniel Crowley Reports Final Equity Transactions Post-Merger

Daniel J. Crowley, Chairman, President, and CEO of Triumph Group Inc., reported the conversion of his common stock, performance-based restricted stock units, and restricted stock units into cash following the company's merger with Titan BW Acquisition.

Summary

• Daniel J. Crowley, Chairman, President, and CEO of Triumph Group Inc., reported transactions on July 24, 2025, related to the merger with Titan BW Acquisition Holdco Inc.
• A deemed acquisition of 395,376 shares of common stock occurred, representing unvested performance-based restricted stock units (PSUs) converted at target performance levels due to the merger agreement, including 224,507 PSUs granted on April 27, 2023, and 170,869 PSUs granted on May 24, 2024.
• 172,937 shares of common stock were disposed of at a price of $26.00 per share to cover tax liabilities associated with the deemed vesting of PSUs.
• An additional 222,439 shares of common stock underlying PSUs were cancelled in exchange for cash at $26.00 per share, as per the merger agreement.
• All 1,042,562 outstanding shares of common stock held by Mr. Crowley were cancelled and converted into the right to receive $26.00 in cash per share at the effective time of the merger.
• Various tranches of Restricted Stock Units (RSUs) totaling 121,545 units (18,044, 27,466, and 76,035 units) were cancelled in exchange for cash at $26.00 per unit.
• Shares totaling 94,497 units (14,029, 21,354, and 59,114 units) underlying RSUs were withheld at $26.00 per unit to cover tax liabilities related to their deemed vesting.
• Following these transactions, Daniel J. Crowley holds 0 shares of Common Stock and 0 Restricted Stock Units directly.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, resulting in cash payouts for equity holders, which is generally a positive outcome for shareholders of the acquired company. The executive received significant cash for his equity.

Positives

• The completion of the merger provides liquidity to equity holders, including the CEO, at the agreed-upon merger consideration of $26.00 per share.
• Performance-based restricted stock units (PSUs) were converted based on the attainment of applicable performance metrics at target level, indicating successful achievement of corporate goals prior to the merger.

Negatives

• A significant number of shares and units were withheld to cover tax liabilities, reducing the net cash proceeds for the executive.

Future Outlook

This Form 4 reports completed transactions related to a merger and does not provide forward-looking statements or guidance.

Industry Context

This filing reflects the finalization of a corporate acquisition, a common event in the aerospace and defense industry where Triumph Group Inc. operates. It details the standard process of converting executive equity compensation into cash following a change of control.

Comparison to Industry Standards

• The conversion of common stock, performance-based restricted stock units (PSUs), and restricted stock units (RSUs) into cash at a pre-determined merger consideration is a standard practice in corporate mergers and acquisitions across industries.
• The withholding of shares to cover tax liabilities upon the vesting and conversion of equity awards is also a standard and legally mandated procedure for executive compensation in such transactions.

Stakeholder Impact

• Shareholders: Received cash for their shares at the merger consideration, providing liquidity.
• Employees (with equity awards): Received cash for their vested and performance-based equity awards, converting their equity into liquid assets.

Key Dates

Keywords

Triumph Group Inc., TGI, Merger, SEC Form 4, Daniel J. Crowley, Insider Transaction, Equity Compensation, Restricted Stock Units, Performance Stock Units, Corporate Acquisition, Titan BW Acquisition