Neal J. Keating - Jul 24, 2025 Form 4 Insider Report for TRIUMPH GROUP INC (TGI)

Role: Director
Signature: Jennifer H. Allen, POA for Mr. Neal J. Keating
Stock symbol: TGI
Transactions as of: Jul 24, 2025
Transactions value $: $0
Form type: 4
Date filed: 7/28/2025, 03:59 PM
Previous filing: May 19, 2025
Next filing: Aug 18, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
KEATING NEAL J.	Director	555 E. LANCASTER AVENUE, SUITE 400, RADNOR	Jennifer H. Allen, POA for Mr. Neal J. Keating	2025-07-28	0001319629

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TGI	Common Stock	Disposed to Issuer		-79.3K	-100%		0	Jul 24, 2025	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Neal J. Keating 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"). At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Issuer ("Common Stock") issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $26.00 in cash, without interest (the "Merger Consideration").
F2	Includes 10,324 restricted stock units ("RSUs"), each unit representing the contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs were cancelled and exchanged for an amount in cash, less applicable tax withholdings, equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration.

Content

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"). At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.001 per share, of the Issuer ("Common Stock") issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive $26.00 in cash, without interest (the "Merger Consideration").

Includes 10,324 restricted stock units ("RSUs"), each unit representing the contingent right to receive one share of Common Stock. Pursuant to the Merger Agreement, as of the Effective Time, these RSUs were cancelled and exchanged for an amount in cash, less applicable tax withholdings, equal to the product of (i) the total number of shares of Common Stock subject to the RSUs multiplied by (ii) the Merger Consideration.