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Triumph Group, Inc. Form 8-K: Current report

Triumph Group, Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2025-07-24: Form 8-K; Period of report 2025-07-24; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
  • 2025-07-07: Form 8-K; Period of report 2025-06-30; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
  • 2025-05-28: Form 8-K; Period of report 2025-05-28; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2025-04-17: Form 8-K; Period of report 2025-04-16; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
FiledFormPeriod of reportDescriptionDetailsDocument
2025-07-248-K2025-07-241.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.02 The information provided in the Explanatory Note of this Report is incorporated herein by reference into this Item 1.02.
2.01 The information provided in the Explanatory Note of this Report is incorporated herein by reference into this Item 2.01.
3.01 The information provided in the Explanatory Note and Item 2.01 of this Report is incorporated by reference into this Item 3.01.
3.03 The information provided in the Explanatory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Report is incorporated by reference into this Item 3.03.
5.01 The information provided in the Explanatory Note, Item 2.01 and Item 5.02 of this Report is incorporated by reference into this Item 5.01.
5.02 Immediately prior to the Effective Time, in connection with the consummation of the Merger and in accordance with the Merger Agreement, each member of the Company’s Board of Directors, resigned from and ceased serving on the Company’s Board of Directors and any and all committees thereof.
5.03 The information provided in the Explanatory Note and Item 2.01 of this Report is incorporated by reference into this Item 5.03.
8.01 On July 24, 2025, the Company issued a press release announcing the Effective Time of the Merger.
tgi-20250724.htm
2025-07-078-K2025-06-301.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.tgi-20250630.htm
2025-05-288-K2025-05-282.02 Results of Operations and Financial Condition2.02 On May 28, 2025, Triumph Group, Inc. issued a press release announcing its financial results for the fiscal year ended March 31, 2025.tgi-20250528.htm
2025-04-178-K2025-04-165.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.07 On April 16, 2025, Triumph Group, Inc., a Delaware corporation (the “Company”), held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Agreement and Plan of Merger, dated as of February 2, 2025, by and among the Company, 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”) (as may be amended from time to time, the “Merger Agreement”).
8.01 The consummation of the Merger is conditioned upon, among other things, the receipt of clearance from the UK Investment Security Unit (“ISU”).
ef20047498_8k.htm
2025-04-078-K2025-04-078.01 Other Events8.01 As previously announced, on February 2, 2025, Triumph Group, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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”).ef20046867_8k.htm
2025-03-138-K2025-03-131.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders1.01 Entry into a Material Definitive Agreement.
3.03 The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
ny20043780x6_8k.htm
2025-03-118-K2025-03-108.01 Other Events8.01 As previously announced, on February 2, 2025, Triumph Group, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with 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”), pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the “Transaction”).ny20043780x3_8k.htm
2025-02-068-K2025-02-062.02 Results of Operations and Financial Condition2.02 On February 6, 2025, Triumph Group, Inc. issued a press release announcing its financial results for the third quarter of the fiscal year ending March 31, 2025.tgi-20250206.htm
2025-02-038-K2025-02-021.01 Entry into a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
5.03 On February 2, 2025, the Board approved and adopted an amendment to the Company’s Amended and Restated By-Laws to add a forum selection clause that designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain legal disputes, which became effective upon such approval and adoption.
8.01 On February 3, 2025, the Company issued a press release announcing that it entered into the foregoing transaction.
d842550d8k.htm