Jennifer H. Allen - Jul 24, 2025 Form 4 Insider Report for TRIUMPH GROUP INC (TGI)

Role
CAO, GC & Secretary
Signature
Jennifer H. Allen
Stock symbol
TGI
Transactions as of
Jul 24, 2025
Transactions value $
-$1,432,392
Form type
4
Date filed
7/28/2025, 02:58 PM
Previous filing
Jun 17, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Allen Jennifer H. CAO, GC & Secretary 555 E. LANCASTER AVENUE, SUITE 400, RADNOR Jennifer H. Allen 2025-07-28 0001689257

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TGI Common Stock Award $0 +83.2K +95.56% $0.00 170K Jul 24, 2025 Direct F1
transaction TGI Common Stock Tax liability -$920K -35.4K -20.76% $26.00 135K Jul 24, 2025 Direct F2
transaction TGI Common Stock Disposed to Issuer -47.9K -35.47% 87.1K Jul 24, 2025 Direct F3
transaction TGI Common Stock Disposed to Issuer -87.1K -100% 0 Jul 24, 2025 Direct F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TGI Restricted Stock Units Disposed to Issuer $0 -3.8K -57.51% $0.00 2.81K Jul 24, 2025 Common Stock 3.8K Direct F5, F6
transaction TGI Restricted Stock Units Tax liability -$73K -2.81K -100% $26.00 0 Jul 24, 2025 Common Stock 2.81K Direct F5, F6, F7
transaction TGI Restricted Stock Units Disposed to Issuer $0 -6.08K -57.51% $0.00 4.49K Jul 24, 2025 Common Stock 6.08K Direct F5, F6
transaction TGI Restricted Stock Units Tax liability -$117K -4.49K -100% $26.00 0 Jul 24, 2025 Common Stock 4.49K Direct F5, F6, F7
transaction TGI Restricted Stock Units Disposed to Issuer $0 -16.8K -57.51% $0.00 12.4K Jul 24, 2025 Common Stock 16.8K Direct F5, F6
transaction TGI Restricted Stock Units Tax liability -$323K -12.4K -100% $26.00 0 Jul 24, 2025 Common Stock 12.4K Direct F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jennifer H. Allen is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On July 24, 2025, pursuant to the Agreement and Plan of Merger dated February 2, 2025 (the "Merger Agreement") among the Issuer, Titan BW Acquisition Holdco Inc., a Delaware corporation ("Parent"), and Titan BW Acquisition Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). The reported amount represents deemed acquisitions of shares of common stock, par value $0.001 per share, of the Issuer ("Common Stock") underlying unvested performance-based restricted stock units ("PSUs") pursuant to the Merger Agreement based on the attainment of the applicable performance metrics at target level of performance, including 46,266 PSUs granted on April 27, 2023 and 36,973 PSUs granted on May 24, 2024.
F2 Represents shares withheld to cover a tax liability in connection with the deemed vesting of the PSUs described herein.
F3 Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each PSU outstanding immediately prior to the Effective Time was cancelled in exchange for an amount in cash equal to the product of (i) the total number of shares of Common Stock underlying such PSU based on the attainment of the applicable performance metrics at target level of performance and (ii) $26.00 in cash, without interest (the "Merger Consideration"), less applicable tax withholdings.
F4 At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive the Merger Consideration.
F5 Each restricted stock unit ("RSU") represents the right to receive one share of Common Stock.
F6 Pursuant to the Merger Agreement, at the Effective Time, each RSU outstanding immediately prior to the Effective Time was cancelled in exchange for an amount in cash equal to the product of (i) the total number of shares of Common Stock underlying such RSU and (ii) the Merger Consideration, less applicable tax withholdings.
F7 Represents shares withheld to cover a tax liability in connection with the deemed vesting of the RSUs described herein.