Form 4: Triumph Group CFO's Stock Holdings Liquidated Following Merger Completion

Triumph Group's SVP & CFO, James F. McCabe Jr., reported the disposition of all his beneficial ownership in the company's common stock and restricted stock units following the completion of the merger with Titan BW Acquisition Holdco Inc. at $26 per share.

Summary

• James F. McCabe Jr., SVP & CFO of Triumph Group Inc. (TGI), reported changes in his beneficial ownership of company securities on July 24, 2025, related to the merger with Titan BW Acquisition Holdco Inc.
• A deemed acquisition of 112,819 shares of common stock occurred, representing unvested performance-based restricted stock units (PSUs) that vested at target performance levels due to the merger agreement.
• Subsequently, 49,065 shares were disposed of at $26 per share to cover tax liabilities associated with the vesting of these PSUs.
• An additional 63,754 shares, representing the underlying shares of PSUs, were cancelled and converted into cash at the merger consideration of $26 per share.
• All 215,191 shares of common stock beneficially owned by Mr. McCabe were cancelled and converted into the right to receive $26 per share in cash at the effective time of the merger.
• Regarding derivative securities, various Restricted Stock Units (RSUs) were cancelled and converted into cash at the merger consideration of $26 per share, including 4,967, 8,284, and 22,932 RSUs.
• Shares were also withheld to cover tax liabilities in connection with the deemed vesting of RSUs, specifically 3,822, 6,375, and 17,648 RSUs, at a price of $26 per share.
• Following these transactions, Mr. McCabe's beneficial ownership of Triumph Group Inc. common stock and derivative securities is now 0.

Sentiment

Score: 8

Explanation: The filing indicates the successful completion of a merger, resulting in the cash-out of all equity holdings for the reporting person at the agreed-upon merger consideration, which is a positive outcome for shareholders who received the expected value for their shares.

Positives

• The successful completion of the merger ensures a defined cash exit for shareholders at the agreed-upon price of $26 per share.
• The reporting person, a key executive, received cash for all his equity holdings, including vested and unvested performance and restricted stock units, at the merger consideration price.

Future Outlook

Triumph Group Inc. is now a wholly-owned subsidiary of Titan BW Acquisition Holdco Inc., and as such, there are no forward-looking statements or guidance provided for a publicly traded entity.

Industry Context

This filing reflects the finalization of a significant corporate action, a merger, which results in the target company becoming a private entity. Such consolidation events are common in mature industries like aerospace and defense, where companies may seek to achieve scale, operational efficiencies, or strategic alignment through acquisitions.

Corporate Governance

Stakeholder Impact

• Shareholders: All public shareholders received $26.00 per share in cash for their common stock, providing a clear exit and return on investment.
• Employees (including executives): Equity awards such as PSUs and RSUs were converted into cash at the merger consideration, providing liquidity for employee stock-based compensation.

Key Dates

Keywords

Triumph Group, TGI, Merger, Acquisition, Form 4, Insider Trading, Stock Disposition, Restricted Stock Units, Performance Stock Units, James F. McCabe Jr., Titan BW Acquisition Holdco Inc., Corporate Action