SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Quigley Thomas A. III

(Last)

(First)

(Middle)

555 E. LANCASTER AVENUE

SUITE 400

(Street)

RADNOR

19087

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRIUMPH GROUP INC [ TGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, IR, M&A & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/24/2025		A⁽¹⁾		23,497	A	$0	78,225	D
Common Stock	07/24/2025		F⁽²⁾		8,181	D	$26	70,044	D
Common Stock	07/24/2025		D⁽³⁾		15,316	D	⁽³⁾	54,728	D
Common Stock	07/24/2025		D⁽⁴⁾		54,728	D	⁽⁴⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁵⁾	07/24/2025		D⁽⁶⁾			1,363	⁽⁶⁾	⁽⁶⁾	Common Stock	1,363	$0	543	D
Restricted Stock Units	⁽⁵⁾	07/24/2025		F⁽⁷⁾			543	⁽⁶⁾	⁽⁶⁾	Common Stock	543	$26	0	D
Restricted Stock Units	⁽⁵⁾	07/24/2025		D⁽⁶⁾			1,640	⁽⁶⁾	⁽⁶⁾	Common Stock	1,640	$0	1,262	D
Restricted Stock Units	⁽⁵⁾	07/24/2025		F⁽⁷⁾			1,262	⁽⁶⁾	⁽⁶⁾	Common Stock	1,262	$26	0	D
Restricted Stock Units	⁽⁵⁾	07/24/2025		D⁽⁶⁾			4,539	⁽⁶⁾	⁽⁶⁾	Common Stock	4,539	$0	3,493	D
Restricted Stock Units	⁽⁵⁾	07/24/2025		F⁽⁷⁾			3,493	⁽⁶⁾	⁽⁶⁾	Common Stock	3,493	$26	0	D

Explanation of Responses:

1. 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 13,342 PSUs granted on April 27, 2023 and 10,155 PSUs granted on May 24, 2024.

2. Represents shares withheld to cover a tax liability in connection with the deemed vesting of the PSUs described herein.

3. 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.

4. 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.

5. Each restricted stock unit ("RSU") represents the right to receive one share of Common Stock.

6. 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.

7. Represents shares withheld to cover a tax liability in connection with the deemed vesting of the RSUs described herein.

	Jennifer H. Allen, POA for Thomas A. Quigley, III	07/28/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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