{"schema_version":"secwatch.filing_event.v1","accession":"0000950170-25-098396","form_type":"8-K","ticker":null,"cik":"0001021162","company_name":"TRIUMPH GROUP INC","filed_at":"2025-07-24T23:59:59+00:00","discovered_at":"2026-05-14T18:02:43.140552+00:00","generated_at":"2026-05-18T01:51:55.788877+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.03","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"Warburg Pincus & Berkshire complete $26/share acquisition of Triumph Group; delisted","bullets":["All outstanding TGI shares acquired for $26.00 cash per share; stock to be delisted from NYSE on July 25, 2025.","Jorge L. Valladares III appointed CEO, succeeding Daniel J. Crowley; Valladares was formerly COO of TransDigm.","Triumph will operate as a privately held company backed by Warburg Pincus and Berkshire Partners.","In connection with the merger, $958.89M aggregate principal of 9% Senior Secured Notes redeemed at 104.5% of par.","All prior directors resigned at closing; board now consists of representatives of the new owners."],"urls":{"canonical":"https://secwatch.observer/filing/0000950170-25-098396","json":"https://secwatch.observer/filing/0000950170-25-098396.json","markdown":"https://secwatch.observer/filing/0000950170-25-098396.md","text":"https://secwatch.observer/filing/0000950170-25-098396.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1021162/000095017025098396/0000950170-25-098396-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1021162/000095017025098396/tgi-20250724.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-18T01:51:55.788877+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"60f4123790c038166cab5c92df3effe3eb6670ce","claim":"TRIUMPH GROUP INC: Amended and restated the Certificate of Incorporation in its entirety.","evidence_excerpt":"Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1021162/000095017025098396/0000950170-25-098396-index.htm","confidence":0.9},{"claim_id":"658ff8e947b14d7a3f04f3e854cce2df814870b7","claim":"TRIUMPH GROUP INC: Amended and restated the Bylaws in their entirety.","evidence_excerpt":"Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1021162/000095017025098396/0000950170-25-098396-index.htm","confidence":0.9},{"claim_id":"34f3eaeb9c6a89e5d000ed32cfd8f263e989b17c","claim":"TRIUMPH GROUP INC underwent a change of control involving Warburg Pincus LLC and Berkshire Partners LLC for $26.00 per share in cash (closed 2025-07-24).","evidence_excerpt":"as of the Effective Time, has not failed to perfect, or not effectively waived, withdrawn or lost rights to appraisal under the DGCL) was converted into the right to receive $26.00 in cash, without interest and subject to applicable tax withholdings (the “ Merger Consideration ”) and, as of the Effective Time, all such shares of Common Stock are no longer","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1021162/000095017025098396/0000950170-25-098396-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001193125-26-243155","ticker":"AMWD","company_name":"AMERICAN WOODMARK CORP","filed_at":"2026-05-28T13:17:49+00:00","headline":"American Woodmark completes merger with MasterBrand; shareholders receive 5.150 MBC shares per share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-243155","json":"https://secwatch.observer/filing/0001193125-26-243155.json","markdown":"https://secwatch.observer/filing/0001193125-26-243155.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/0001193125-26-243155-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/d50625d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1021162/000095017025098396/0000950170-25-098396-index.htm","comparable_excerpt":"the Articles of Incorporation and Bylaws of American Woodmark were each amended and restated in their entirety to be the same as the Articles of Incorporation and Bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to American Woodmark’s name.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/794619/000119312526243155/0001193125-26-243155-index.htm"}},{"accession":"0001104659-26-066981","ticker":null,"company_name":"Veris Residential, L.P.","filed_at":"2026-05-27T20:44:11+00:00","headline":"Veris Residential taken private in $3.5B all-cash acquisition by Affinius Capital consortium","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-26-066981","json":"https://secwatch.observer/filing/0001104659-26-066981.json","markdown":"https://secwatch.observer/filing/0001104659-26-066981.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1067063/000110465926066981/0001104659-26-066981-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/924901/000110465926066981/tm2615596d1_8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1021162/000095017025098396/0000950170-25-098396-index.htm","comparable_excerpt":"Pursuant to the Merger Agreement, following the consummation of the Merger, the Company ceased to exist and Merger Sub I continued as the Surviving Entity. As of the Effective Time, (i) the certificate of formation of Merger Sub I in effect immediately prior to the consummation of the Merger became the certificate of formation of the Surviving Entity, and (ii) the limited liability company agreement of Merger Sub I in effect immediately prior to the consummation of the Merger became the limited liability company agreement of the Surviving Entity.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1067063/000110465926066981/0001104659-26-066981-index.htm"}},{"accession":"0001213900-26-063775","ticker":"ESAB","company_name":"ESAB Corp","filed_at":"2026-06-02T10:41:21+00:00","headline":"ESAB completes $1.45B acquisition of Eddyfi Technologies","event_type":"m_and_a","sec_items":["2.01","3.02","5.03","3.03","7.01","8.01","9.01"],"materiality_score":0.8,"calibrated_materiality_score":0.8,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 2.01, 3.03, 5.03, 8.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-063775","json":"https://secwatch.observer/filing/0001213900-26-063775.json","markdown":"https://secwatch.observer/filing/0001213900-26-063775.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/ea0292710-8k_esab.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1021162/000095017025098396/0000950170-25-098396-index.htm","comparable_excerpt":"On June 1, 2026, the Company filed the Certificate of Designations with the Delaware Secretary of State to establish the preferences, limitations and relative rights of its 6.50% Series A Mandatory Convertible Preferred Stock (the “ Series A Mandatory Convertible Preferred Stock ”), which became effective upon filing.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1877322/000121390026063775/0001213900-26-063775-index.htm"}},{"accession":"0001193125-26-251765","ticker":"FFIC","company_name":"FLUSHING FINANCIAL CORP","filed_at":"2026-06-01T21:21:30+00:00","headline":"OceanFirst completes acquisition of Flushing Financial; FFIC holders receive 0.85 OCFC shares","event_type":"m_and_a","sec_items":["2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251765","json":"https://secwatch.observer/filing/0001193125-26-251765.json","markdown":"https://secwatch.observer/filing/0001193125-26-251765.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/d135457d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"as of the Effective Time, has not failed to perfect, or not effectively waived, withdrawn or lost rights to appraisal under the DGCL) was converted into the right to receive $26.00 in cash, without interest and subject to applicable tax withholdings (the “ Merger Consideration ”) and, as of the Effective Time, all such shares of Common Stock are no longer","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1021162/000095017025098396/0000950170-25-098396-index.htm","comparable_excerpt":"of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/923139/000119312526251765/0001193125-26-251765-index.htm"}},{"accession":"0001193125-26-251752","ticker":null,"company_name":"Enviri II Corp","filed_at":"2026-06-01T21:18:36+00:00","headline":"New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA","event_type":"m_and_a","sec_items":["1.01","2.03","3.03","5.03","5.01","5.02","5.05","7.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: governance_change, ma_transaction","same SEC item: 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251752","json":"https://secwatch.observer/filing/0001193125-26-251752.json","markdown":"https://secwatch.observer/filing/0001193125-26-251752.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/d258410d8k.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1021162/000095017025098396/0000950170-25-098396-index.htm","comparable_excerpt":"In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2104052/000119312526251752/0001193125-26-251752-index.htm"}},{"accession":"0001193125-26-251741","ticker":"NVRI","company_name":"ENVIRI Corp","filed_at":"2026-06-01T21:15:54+00:00","headline":"Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","9.01"],"materiality_score":0.9,"calibrated_materiality_score":0.9,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251741","json":"https://secwatch.observer/filing/0001193125-26-251741.json","markdown":"https://secwatch.observer/filing/0001193125-26-251741.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/d129138d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"as of the Effective Time, has not failed to perfect, or not effectively waived, withdrawn or lost rights to appraisal under the DGCL) was converted into the right to receive $26.00 in cash, without interest and subject to applicable tax withholdings (the “ Merger Consideration ”) and, as of the Effective Time, all such shares of Common Stock are no longer","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1021162/000095017025098396/0000950170-25-098396-index.htm","comparable_excerpt":"On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/45876/000119312526251741/0001193125-26-251741-index.htm"}},{"accession":"0001213900-26-062961","ticker":null,"company_name":"Matternet, Inc.","filed_at":"2026-05-29T21:21:17+00:00","headline":"Matternet goes public via reverse merger with Los Altos Ventures, $27.6M PIPE","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","3.03","4.01","5.01","5.02","5.03","5.06","9.01"],"materiality_score":0.85,"calibrated_materiality_score":0.85,"match_reasons":["same fact type: governance_change","same SEC item: 2.01, 3.03, 5.01, 5.02, 5.03, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-062961","json":"https://secwatch.observer/filing/0001213900-26-062961.json","markdown":"https://secwatch.observer/filing/0001213900-26-062961.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2075109/000121390026062961/0001213900-26-062961-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2075109/000121390026062961/ea0292214-8k_matternet.htm"},"side_by_side_evidence":{"fact_type":"governance_change","source_excerpt":"Immediately following the Effective Time, the Certificate of Incorporation and Bylaws of the Company were amended and restated in their entirety to be in the form of the Fourth Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, respectively, of the Company, as set forth in Exhibits 3.1 and 3.2 hereto, respectively, which are incorporated by reference into this Item 5.03.","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1021162/000095017025098396/0000950170-25-098396-index.htm","comparable_excerpt":"At the Effective Time, we amended and restated our certificate of incorporation.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2075109/000121390026062961/0001213900-26-062961-index.htm"}},{"accession":"0001193125-26-246170","ticker":"CVGW","company_name":"CALAVO GROWERS INC","filed_at":"2026-05-29T10:01:19+00:00","headline":"Calavo completes acquisition by Mission Produce; shareholders receive 0.9790 Mission shares + $14.85 cash per share","event_type":"m_and_a","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","9.01"],"materiality_score":1.0,"calibrated_materiality_score":1.0,"match_reasons":["same fact type: ma_transaction","same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-246170","json":"https://secwatch.observer/filing/0001193125-26-246170.json","markdown":"https://secwatch.observer/filing/0001193125-26-246170.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/0001193125-26-246170-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/d334380d8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"as of the Effective Time, has not failed to perfect, or not effectively waived, withdrawn or lost rights to appraisal under the DGCL) was converted into the right to receive $26.00 in cash, without interest and subject to applicable tax withholdings (the “ Merger Consideration ”) and, as of the Effective Time, all such shares of Common Stock are no longer","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1021162/000095017025098396/0000950170-25-098396-index.htm","comparable_excerpt":"Time and (y) the Merger Consideration Value. Aggregate Merger Consideration The total aggregate consideration payable to Calavo shareholders in the Mergers was approximately 17,531,182 Mission Produce Shares and $265,922,425. The cash consideration was paid by Mission Produce using a combination of (a) available cash on hand and (b) third-party debt financing.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1133470/000119312526246170/0001193125-26-246170-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}