Sec Form 4 Filing - McCabe James F JR @ TRIUMPH GROUP INC - 2025-07-24

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person McCabe James F JR 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) SVP & CFO (Last) (First) (Middle) 555 E. LANCASTER AVENUE, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 07/24/2025 (Street) RADNOR, PA19087 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 07/24/2025 A( 1 ) 112,819 A $ 0 328,010 D Common Stock 07/24/2025 F( 2 ) 49,065 D $ 26 278,945 D Common Stock 07/24/2025 D( 3 ) 63,754 D 215,191 D Common Stock 07/24/2025 D( 4 ) 215,191 D 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 5 ) 07/24/2025 D( 6 ) 4,967 ( 6 ) ( 6 ) Common Stock 4,967 $ 0 3,822 D Restricted Stock Units ( 5 ) 07/24/2025 F( 7 ) 3,822 ( 6 ) ( 6 ) Common Stock 3,822 $ 26 0 D Restricted Stock Units ( 5 ) 07/24/2025 D( 6 ) 8,284 ( 6 ) ( 6 ) Common Stock 8,284 $ 0 6,375 D Restricted Stock Units ( 5 ) 07/24/2025 F( 7 ) 6,375 ( 6 ) ( 6 ) Common Stock 6,375 $ 26 0 D Restricted Stock Units ( 5 ) 07/24/2025 D( 6 ) 22,932 ( 6 ) ( 6 ) Common Stock 22,932 $ 0 17,648 D Restricted Stock Units ( 5 ) 07/24/2025 F( 7 ) 17,648 ( 6 ) ( 6 ) Common Stock 17,648 $ 26 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McCabe James F JR 555 E. LANCASTER AVENUE SUITE 400 RADNOR, PA19087 SVP & CFO Signatures Jennifer H. Allen, POA for James F. McCabe, Jr. 07/28/2025 Signature of Reporting Person Date

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 61,513 PSUs granted on April 27, 2023 and 51,306 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.

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