Form 4: Triumph Group Director Cashes Out Shares Following Merger Completion

Triumph Group Director Courtney Mather disposed of all common stock and restricted stock units, converting them to cash at $26.00 per share, following the company's merger into a wholly-owned subsidiary of Titan BW Acquisition Holdco Inc.

Summary

• Director Courtney Mather reported the disposition of 22,178 shares of Triumph Group Inc. common stock on July 24, 2025.
• The transaction occurred pursuant to the Agreement and Plan of Merger dated February 2, 2025, where Merger Sub merged with and into Triumph Group Inc., making Triumph Group a wholly-owned subsidiary of Titan BW Acquisition Holdco Inc.
• At the effective time of the merger, each outstanding share of common stock was cancelled and converted into the right to receive $26.00 in cash, without interest.
• Mr. Mather's holdings now show 0 shares beneficially owned following the reported transaction.
• The reported disposition includes 10,324 restricted stock units (RSUs) which were cancelled and exchanged for cash equal to the product of the total number of shares subject to the RSUs multiplied by the $26.00 merger consideration, less applicable tax withholdings.

Sentiment

Score: 7

Explanation: The sentiment is positive as the merger was successfully completed, and the reporting person received the agreed-upon cash consideration for their equity holdings, indicating a successful exit for shareholders.

Positives

• The reporting person, Courtney Mather, successfully converted all his common stock and restricted stock units into cash at the pre-determined merger consideration of $26.00 per share.
• The completion of the merger provides a definitive cash exit for shareholders at the agreed-upon price.

Negatives

• The reporting person no longer holds any direct equity ownership in Triumph Group Inc. following the merger.
• Triumph Group Inc. has ceased to be an independent publicly traded entity, becoming a wholly-owned subsidiary.

Future Outlook

The filing does not provide any forward-looking statements or guidance, as it reports a completed transaction.

Industry Context

This filing reflects the completion of a significant corporate acquisition within the aerospace and defense industry, where Triumph Group Inc. has been acquired and transitioned into a private entity under Titan BW Acquisition Holdco Inc. This type of transaction is common in mature industries undergoing consolidation or strategic restructuring.

Stakeholder Impact

• Shareholders of Triumph Group Inc. received a cash payment of $26.00 per share for their holdings, concluding their investment in the public entity.
• The company's status as an independent public entity has ended, becoming a wholly-owned subsidiary of Titan BW Acquisition Holdco Inc.

Key Dates

Keywords

Triumph Group, TGI, Merger, Form 4, Insider Transaction, Stock Disposition, Restricted Stock Units, Cash Out, Titan BW Acquisition Holdco Inc.