Form 4: Triumph Group Executive Cashes Out Equity Following Merger Completion

A Triumph Group Inc. executive reported the disposition of all common stock, performance stock units, and restricted stock units for cash following the company's merger into a wholly-owned subsidiary of Titan BW Acquisition Holdco Inc.

Summary

• Thomas A. Quigley III, VP, IR, M&A & Treasurer of Triumph Group Inc. (TGI), reported changes in beneficial ownership of TGI securities.
• On July 24, 2025, pursuant to a Merger Agreement dated February 2, 2025, Merger Sub merged with and into Triumph Group Inc., with TGI surviving as a wholly owned subsidiary of Titan BW Acquisition Holdco Inc.
• As a result of the merger, all outstanding shares of Common Stock, Performance-Based Restricted Stock Units (PSUs), and Restricted Stock Units (RSUs) were cancelled in exchange for cash.
• Mr. Quigley had a deemed acquisition of 23,497 shares of common stock underlying unvested PSUs (13,342 PSUs from April 27, 2023, and 10,155 PSUs from May 24, 2024) based on target performance attainment.
• Subsequently, 8,181 shares were disposed of at $26 per share to cover tax liabilities related to the PSU vesting.
• An additional 15,316 shares underlying PSUs were cancelled in exchange for cash at the merger consideration of $26.00 per share, less applicable tax withholdings.
• All remaining 54,728 shares of Common Stock beneficially owned were cancelled and converted into the right to receive $26.00 in cash per share.
• Multiple tranches of RSUs were also cancelled for cash at the merger consideration of $26.00 per share, with shares withheld for tax liabilities (543, 1,262, and 3,493 shares respectively).
• Following these transactions, Mr. Quigley holds 0 shares of Common Stock and 0 derivative securities (RSUs/PSUs) in Triumph Group Inc.

Sentiment

Score: 5

Explanation: The filing is a factual report of a completed transaction (merger and subsequent equity cancellation for cash) for an insider. It is neutral in tone, reporting the outcome of a significant corporate event.

Positives

• The reporting person received cash for all their equity holdings (common stock, PSUs, and RSUs) at the merger consideration price of $26.00 per share, indicating a successful liquidity event for the executive.

Negatives

• The company is no longer publicly traded, as it became a wholly-owned subsidiary, meaning public shareholders no longer have an equity stake in Triumph Group Inc.

Future Outlook

The filing does not provide any forward-looking statements or guidance regarding the future operations or financial performance of the company, as it primarily reports the outcome of a completed merger and subsequent insider transactions.

Industry Context

This filing reflects the final stages of a corporate acquisition within the aerospace or defense industry, where Triumph Group Inc. was acquired by Titan BW Acquisition Holdco Inc. Such mergers typically lead to the acquired company becoming private, impacting its public market presence.

Stakeholder Impact

• Shareholders: All public shareholders of Triumph Group Inc. received $26.00 in cash per share, as the company is now a wholly-owned subsidiary and no longer publicly traded.

Key Dates

Keywords

Form 4, SEC filing, insider transaction, merger, Triumph Group Inc., TGI, stock disposition, restricted stock units, performance stock units, cash out, corporate acquisition