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0001193125-24-175120.txt : 20240703 0001193125-24-175120.hdr.sgml : 20240703 20240703172803 ACCESSION NUMBER: 0001193125-24-175120 CONFORMED SUBMISSION TYPE: S-3ASR PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20240703 DATE AS OF CHANGE: 20240703 EFFECTIVENESS DATE: 20240703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRIUMPH GROUP INC CENTRAL INDEX KEY: 0001021162 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 510347963 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695 FILM NUMBER: 241100997 BUSINESS ADDRESS: STREET 1: 555 E LANCASTER AVENUE STREET 2: SUITE 400 CITY: RADNOR STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 555 E LANCASTER AVENUE STREET 2: SUITE 400 CITY: RADNOR STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: TRIUMPH GROUP INC / DATE OF NAME CHANGE: 19960819 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Aerospace Systems Group, LLC CENTRAL INDEX KEY: 0001477175 ORGANIZATION NAME: IRS NUMBER: 200701219 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-28 FILM NUMBER: 241101025 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: Triumph Aerospace Systems Group, Inc. DATE OF NAME CHANGE: 20091119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Gear Systems, Inc. CENTRAL INDEX KEY: 0001477176 ORGANIZATION NAME: IRS NUMBER: 541840009 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-13 FILM NUMBER: 241101010 BUSINESS ADDRESS: STREET 1: 6125 SILVER CREEK DRIVE CITY: PARK CITY STATE: UT ZIP: 84098 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Composite Systems, Inc. CENTRAL INDEX KEY: 0001477177 ORGANIZATION NAME: IRS NUMBER: 550803321 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-21 FILM NUMBER: 241101018 BUSINESS ADDRESS: STREET 1: 1514 S. FLINT ROAD CITY: SPOKANE STATE: WA ZIP: 99224 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Actuation Systems - Valencia, Inc. CENTRAL INDEX KEY: 0001477178 ORGANIZATION NAME: IRS NUMBER: 233087691 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-30 FILM NUMBER: 241101027 BUSINESS ADDRESS: STREET 1: 28150 W. HARRISON PARKWAY CITY: VALENCIA STATE: CA ZIP: 91355 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Engineering Services, Inc. CENTRAL INDEX KEY: 0001477179 ORGANIZATION NAME: IRS NUMBER: 233086299 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-16 FILM NUMBER: 241101013 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Turbine Services, Inc. CENTRAL INDEX KEY: 0001477180 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 233072034 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-02 FILM NUMBER: 241100999 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Nu-Tech Brands, Inc. CENTRAL INDEX KEY: 0001477183 ORGANIZATION NAME: IRS NUMBER: 232990482 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-34 FILM NUMBER: 241101031 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Group Operations, Inc. CENTRAL INDEX KEY: 0001477184 ORGANIZATION NAME: IRS NUMBER: 510347964 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-33 FILM NUMBER: 241101030 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Group Acquisition Holdings, Inc. CENTRAL INDEX KEY: 0001477186 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 233075463 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-11 FILM NUMBER: 241101008 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Group Acquisition Corp. CENTRAL INDEX KEY: 0001477188 ORGANIZATION NAME: IRS NUMBER: 232974848 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-12 FILM NUMBER: 241101009 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Instruments - Burbank, Inc. CENTRAL INDEX KEY: 0001477308 ORGANIZATION NAME: IRS NUMBER: 208646590 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-10 FILM NUMBER: 241101007 BUSINESS ADDRESS: STREET 1: 2840 NORTH ONTARIO STREET CITY: BURBANK STATE: CA ZIP: 91504 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Investment Holdings, Inc. CENTRAL INDEX KEY: 0001477309 ORGANIZATION NAME: IRS NUMBER: 263094114 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-07 FILM NUMBER: 241101004 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Actuation Systems - Connecticut, LLC CENTRAL INDEX KEY: 0001477311 ORGANIZATION NAME: IRS NUMBER: 232985939 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-32 FILM NUMBER: 241101029 BUSINESS ADDRESS: STREET 1: 1395 BLUE HILLS AVENUE CITY: BLOOMFIELD STATE: CT ZIP: 06002 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Actuation Systems, LLC CENTRAL INDEX KEY: 0001477312 ORGANIZATION NAME: IRS NUMBER: 510347968 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-29 FILM NUMBER: 241101026 BUSINESS ADDRESS: STREET 1: 4520 HAMPTON ROAD CITY: CLEMMONS STATE: NC ZIP: 27012 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Controls, LLC CENTRAL INDEX KEY: 0001477314 ORGANIZATION NAME: IRS NUMBER: 232831481 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-20 FILM NUMBER: 241101017 BUSINESS ADDRESS: STREET 1: 205 CHURCH ROAD CITY: NORTH WALES STATE: PA ZIP: 19454 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Insulation Systems, LLC CENTRAL INDEX KEY: 0001477316 ORGANIZATION NAME: IRS NUMBER: 880351614 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-09 FILM NUMBER: 241101006 BUSINESS ADDRESS: STREET 1: 2865 SOUTH PULLMAN STREET CITY: SANTA ANA STATE: CA ZIP: 92705 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Gear Systems - Macomb, Inc. CENTRAL INDEX KEY: 0001477321 ORGANIZATION NAME: IRS NUMBER: 382180514 STATE OF INCORPORATION: MI FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-14 FILM NUMBER: 241101011 BUSINESS ADDRESS: STREET 1: 15375 23 MILE ROAD CITY: MACOMB STATE: MI ZIP: 48042 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Brands, Inc. CENTRAL INDEX KEY: 0001477386 ORGANIZATION NAME: IRS NUMBER: 232974847 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-22 FILM NUMBER: 241101019 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Engineered Solutions, Inc. CENTRAL INDEX KEY: 0001477388 ORGANIZATION NAME: IRS NUMBER: 133869941 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-17 FILM NUMBER: 241101014 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Aftermarket Services Group, LLC CENTRAL INDEX KEY: 0001477391 ORGANIZATION NAME: IRS NUMBER: 200701287 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-24 FILM NUMBER: 241101021 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FORMER COMPANY: FORMER CONFORMED NAME: Triumph Aftermarket Services Group, Inc. DATE OF NAME CHANGE: 20091123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Structures - Wichita, Inc. CENTRAL INDEX KEY: 0001477392 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 204449110 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-05 FILM NUMBER: 241101002 BUSINESS ADDRESS: STREET 1: 3258 HOOVER ROAD CITY: WICHITA STATE: KS ZIP: 67215 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Integrated Aircraft Interiors, Inc. CENTRAL INDEX KEY: 0001477393 ORGANIZATION NAME: IRS NUMBER: 208646648 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-08 FILM NUMBER: 241101005 BUSINESS ADDRESS: STREET 1: 899 CASSATT ROAD STREET 2: SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 899 CASSATT ROAD STREET 2: SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 FORMER COMPANY: FORMER CONFORMED NAME: Triumph Precision, Inc. DATE OF NAME CHANGE: 20091123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Aviations Inc. CENTRAL INDEX KEY: 0001477394 ORGANIZATION NAME: IRS NUMBER: 233101288 STATE OF INCORPORATION: PA FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-23 FILM NUMBER: 241101020 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HT Parts, L.L.C. CENTRAL INDEX KEY: 0001477408 ORGANIZATION NAME: IRS NUMBER: 020593102 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-35 FILM NUMBER: 241101032 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Structures - Kansas City, Inc. CENTRAL INDEX KEY: 0001477412 ORGANIZATION NAME: IRS NUMBER: 430996699 STATE OF INCORPORATION: MO FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-06 FILM NUMBER: 241101003 BUSINESS ADDRESS: STREET 1: 40200 EAST 138TH STREET CITY: GRANDVIEW STATE: MO ZIP: 64030 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Aerostructures, LLC CENTRAL INDEX KEY: 0001497086 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 272570489 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-25 FILM NUMBER: 241101022 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610 251 1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Fabrications - Orangeburg, Inc. CENTRAL INDEX KEY: 0001497153 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 570404378 STATE OF INCORPORATION: SC FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-15 FILM NUMBER: 241101012 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610 251 1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Aerostructures Holdings, LLC CENTRAL INDEX KEY: 0001497257 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 272891121 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-26 FILM NUMBER: 241101023 BUSINESS ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610 251 1000 MAIL ADDRESS: STREET 1: 1550 LIBERTY RIDGE DRIVE STREET 2: SUITE 100 CITY: WAYNE STATE: PA ZIP: 19087 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Engine Control Systems, LLC CENTRAL INDEX KEY: 0001577518 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 461826747 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-18 FILM NUMBER: 241101015 BUSINESS ADDRESS: STREET 1: C/O TRIUMPH GROUP, INC. STREET 2: 899 CASSATT ROAD, SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: 6102511000 MAIL ADDRESS: STREET 1: C/O TRIUMPH GROUP, INC. STREET 2: 899 CASSATT ROAD, SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Engine Control Holdings, Inc. CENTRAL INDEX KEY: 0001615348 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 462717921 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-19 FILM NUMBER: 241101016 BUSINESS ADDRESS: STREET 1: C/O TRIUMPH GROUP, INC. 899 CASSATT ROAD STREET 2: SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: 610 251 1000 MAIL ADDRESS: STREET 1: C/O TRIUMPH GROUP, INC. 899 CASSATT ROAD STREET 2: SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Actuation Systems - Yakima, LLC CENTRAL INDEX KEY: 0001722293 ORGANIZATION NAME: IRS NUMBER: 465718307 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-31 FILM NUMBER: 241101028 BUSINESS ADDRESS: STREET 1: C/O TRIUMPH GROUP, INC. 899 CASSATT RD STREET 2: SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: 610 251 1000 MAIL ADDRESS: STREET 1: C/O TRIUMPH GROUP, INC. 899 CASSATT RD STREET 2: SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Thermal Systems - Maryland, Inc. CENTRAL INDEX KEY: 0001722295 ORGANIZATION NAME: IRS NUMBER: 521887708 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-04 FILM NUMBER: 241101001 BUSINESS ADDRESS: STREET 1: C/O TRIUMPH GROUP, INC. 899 CASSATT RD STREET 2: SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: 610 251 1000 MAIL ADDRESS: STREET 1: C/O TRIUMPH GROUP, INC. 899 CASSATT RD STREET 2: SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Aerostructures - Tulsa, LLC CENTRAL INDEX KEY: 0001722299 ORGANIZATION NAME: IRS NUMBER: 364797012 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-27 FILM NUMBER: 241101024 BUSINESS ADDRESS: STREET 1: C/O TRIUMPH GROUP, INC. 899 CASSATT RD STREET 2: SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: 610 251 1000 MAIL ADDRESS: STREET 1: C/O TRIUMPH GROUP, INC. 899 CASSATT RD STREET 2: SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Triumph Thermal Systems, LLC CENTRAL INDEX KEY: 0001814715 ORGANIZATION NAME: IRS NUMBER: 050567797 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-03 FILM NUMBER: 241101000 BUSINESS ADDRESS: STREET 1: 899 CASSATT ROAD, SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 BUSINESS PHONE: (610) 251-1000 MAIL ADDRESS: STREET 1: 899 CASSATT ROAD, SUITE 210 CITY: BERWYN STATE: PA ZIP: 19312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VAC INDUSTRIES INC CENTRAL INDEX KEY: 0001278888 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT & PARTS [3720] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 521784782 FILING VALUES: FORM TYPE: S-3ASR SEC ACT: 1933 Act SEC FILE NUMBER: 333-280695-01 FILM NUMBER: 241100998 BUSINESS ADDRESS: STREET 1: 9314 WEST JEFFERSON BLVD M/S 2-01 CITY: DALLAS STATE: TX ZIP: 75211 BUSINESS PHONE: 9729462011 MAIL ADDRESS: STREET 1: 9314 WEST JEFFERSON BLVD M/S 2-01 CITY: DALLAS STATE: TX ZIP: 75211 S-3ASR 1 d831311ds3asr.htm S-3ASR S-3ASR

As filed with the Securities and Exchange Commission on July 3, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Triumph Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

51-0347963

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

555 E Lancaster Avenue, Suite 400

Radnor, PA 19087

(610) 251-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jennifer H. Allen

Chief Administrative Officer, Senior Vice President, General Counsel and Secretary

555 E Lancaster Avenue, Suite 400

Radnor, PA 19087

(610) 251-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Marie L. Gibson, Esq.

Michael J. Zeidel, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

One Manhattan West

New York, New York 10001

Telephone: (212) 735-3000

Facsimile: (212) 735-2000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

TABLE OF CO-REGISTRANTS

Each of the following subsidiaries, and any other subsidiary of Triumph Group, Inc. that becomes a guarantor of certain of the securities registered hereby, is hereby deemed to be a registrant.


Exact Name of Registrant as Specified in its Charter	State of Incorporation or Organization	I.R.S. Employer Identification Number
HT Parts, L.L.C.	Delaware	02-0593102
Nu-Tech Brands, Inc.	Delaware	23-2990482
The Triumph Group Operations, Inc.	Delaware	51-0347964
Triumph Actuation Systems - Connecticut, LLC	Delaware	23-2985939
Triumph Actuation Systems - Valencia, Inc.	Delaware	23-3087691
Triumph Actuation Systems - Yakima, LLC	Delaware	46-5718307
Triumph Actuation Systems, LLC	Delaware	51-0347968
Triumph Aerospace Systems Group, LLC	Delaware	20-0701219
Triumph Aerostructures - Tulsa, LLC	Delaware	36-4797012
Triumph Aerostructures Holdings, LLC	Delaware	27-2891121
Triumph Aerostructures, LLC	Delaware	27-2570489
Triumph Aftermarket Services Group, LLC	Delaware	20-0701287
Triumph Aviations Inc.	Pennsylvania	23-3101288
Triumph Brands, Inc.	Delaware	23-2974847
Triumph Composite Systems, Inc.	Delaware	55-0803321
Triumph Controls, LLC	Delaware	23-2831481
Triumph Engine Control Holdings, Inc.	Delaware	46-2717921
Triumph Engine Control Systems, LLC	Delaware	46-1826747
Triumph Engineered Solutions, Inc.	Delaware	13-3869941
Triumph Engineering Services, Inc.	Delaware	23-3086299
Triumph Fabrications - Orangeburg, Inc.	Illinois	37-1291831
Triumph Gear Systems - Macomb, Inc.	Michigan	38-2180514
Triumph Gear Systems, Inc.	Delaware	54-1840009
Triumph Group Acquisition Corp.	Delaware	23-2974848
Triumph Group Acquisition Holdings, Inc.	Delaware	23-3075463
Triumph Instruments - Burbank, Inc.	Delaware	20-8646590
Triumph Insulation Systems, LLC	Nevada	88-0351614
Triumph Integrated Aircraft Interiors, Inc.	Delaware	20-8646648
Triumph Investment Holdings, Inc.	Nevada	26-3094119
Triumph Structures - Kansas City, Inc.	Missouri	43-0996699
Triumph Structures - Wichita, Inc.	Delaware	20-4449110
Triumph Thermal Systems - Maryland, Inc.	Delaware	52-1887708
Triumph Thermal Systems, LLC	Delaware	05-0567797
Triumph Turbine Services, Inc.	Delaware	23-3072034
VAC Industries, Inc.	Delaware	52-1784782

The address and telephone number of the principal executive offices for all of the subsidiaries is the same as for the Triumph Group, Inc. and the agent for service at such address is the same as for Triumph Group, Inc.

Prospectus

Triumph Group, Inc.

LOGO

Common Stock

Preferred Stock

Depositary Shares

Debt Securities

Guarantees of Debt Securities

Warrants

Subscription Rights

Purchase Contracts

Units

We may offer, issue and sell, together or separately:

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shares of our common stock;

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shares of our preferred stock, which may be issued in one or more series;

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depositary receipts, representing fractional shares of our preferred stock, which are called depositary shares;

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debt securities, which may be issued in one or more series and which may be senior debt securities or subordinated debt securities;

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guarantees of debt securities;

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warrants to purchase shares of our common stock, shares of our preferred stock or our debt securities;

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subscription rights to purchase shares of our common stock, shares of our preferred stock or our debt securities;

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purchase contracts to purchase shares of our common stock, shares of our preferred stock or our debt securities; and

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units, comprised of one or more securities in any combination.

This registration statement may also be used by one or more selling securityholders. We will provide the specific prices and terms of these securities in one or more supplements to this prospectus at the time of offering. We will not receive any proceeds from the sale of our securities by any selling securityholder. You should read this prospectus and the accompanying prospectus supplement carefully before you make your investment decision.

This prospectus may not be used to sell securities unless accompanied by a prospectus supplement.

Investing in our securities involves a number of risks. See “Risk Factors” on page 5 before you make your investment decision.

We or any selling securityholder may offer securities through underwriting syndicates managed or co-managed by one or more underwriters or dealers, through agents or directly to purchasers. If required, the prospectus supplement for each offering of securities will describe the plan of distribution for that offering. For general information about the distribution of securities offered, please see “Plan of Distribution” in this prospectus.

Our common stock is listed on the New York Stock Exchange (the “NYSE”) under the trading symbol “TGI.” Each prospectus supplement will indicate whether the securities offered thereby will be listed on any securities exchange.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is July 3, 2024

TABLE OF CONTENTS


ABOUT THIS PROSPECTUS			1

WHERE YOU CAN FIND MORE INFORMATION			2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3

THE COMPANY			4

RISK FACTORS			5

USE OF PROCEEDS			5

DESCRIPTION OF SECURITIES			5

DESCRIPTION OF CAPITAL STOCK			6

DESCRIPTION OF DEPOSITARY SHARES			11

DESCRIPTION OF DEBT SECURITIES AND GUARANTEES			13

DESCRIPTION OF WARRANTS			16

DESCRIPTION OF SUBSCRIPTION RIGHTS			17

DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS			18

PLAN OF DISTRIBUTION			19

LEGAL MATTERS			22

EXPERTS			22

ABOUT THIS PROSPECTUS

References in this prospectus to “we,” “us,” “our” or the “Company” mean Triumph Group, Inc. and its consolidated subsidiaries, unless the context otherwise requires.

This prospectus is part of a Registration Statement on Form S-3, or the Registration Statement, that we filed with the Securities and Exchange Commission, or SEC, using the “shelf” registration process. Under this process, we or any selling securityholders that may be named in a prospectus supplement, if required, may sell from time to time the securities described in the prospectus in one or more offerings any combination of the securities described in this prospectus.

This prospectus only provides you with a general description of the securities we may offer. Each time we or any of the selling securityholders offer securities under this prospectus, we or the selling securityholders will provide a prospectus supplement, if required, that will contain more specific information about the terms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to carefully read this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized for use in connection with a specific offering, together with the information incorporated herein by reference as described under the heading “Where You Can Find More Information.”

This prospectus is neither an offer to sell nor a solicitation of an offer to buy any securities other than those registered by this prospectus, nor is it an offer to sell or a solicitation of an offer to buy securities where an offer or solicitation would be unlawful.

You should rely only on the information contained in or incorporated by reference into this prospectus or any applicable prospectus supplement. Neither we nor any selling securityholder have authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information in this prospectus and any applicable prospectus supplement, and any related free writing prospectus that we prepare, as well as the information in any document incorporated or deemed to be incorporated into this prospectus and any applicable prospectus supplement, is accurate only as of the date on the front cover of the documents containing the information.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our SEC filings are available to the public at the SEC’s website at www.sec.gov.

The SEC allows us to “incorporate by reference” information into this prospectus and any accompanying prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus and any accompanying prospectus supplement, except for any information superseded by information contained directly in this prospectus, any subsequently filed document deemed incorporated by reference or any free writing prospectus prepared by or on behalf of us. This prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that we have previously filed with the SEC (other than information deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K).

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our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on May 31, 2024;

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the information specifically incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 from our definitive proxy statement on Schedule 14A, filed with the SEC on June 24, 2024;

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our Current Reports on Form 8-K, filed with the SEC on May 1, 2024 and May 23, 2024 (Item 8.01 only); and

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the description of our common stock contained in our Registration Statement on Form 8-A, filed with the SEC on September 27, 1996, and any amendment or report filed for the purpose of updating such description.

All documents filed by us pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and before the termination of the offering also shall be deemed to be incorporated herein by reference. We are not, however, incorporating by reference any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K.

If requested, we will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the information that has been incorporated by reference in the prospectus but not delivered with the prospectus. Exhibits to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference into such documents. To obtain a copy of these filings at no cost, you may write or telephone us at the following address:

Triumph Group, Inc.

555 E Lancaster Avenue, Suite 400

Radnor, PA 19087

(610) 251-1000

Attention: Jennifer H. Allen

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated by reference herein contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 relating to our future operations and prospects, including statements that are based on current projections and expectations about the markets in which we operate, and our beliefs concerning future performance and capital requirements based upon current available information. Such statements are based on our beliefs as well as assumptions made by and information currently available to us. When used in this document or the documents incorporated by reference, words like “may,” “might,” “will,” “expect,” “anticipate,” “plan,” “believe,” “potential,” “estimate,” and similar expressions are intended to identify forward-looking statements. Actual results could differ materially from our current expectations. For example, there can be no assurance that additional capital will not be required, and that such amounts may be material, or that additional capital, if required, will be available on reasonable terms, if at all, at such times and in such amounts as may be needed by us. In addition to these factors, among other factors that could cause actual results to differ materially, are uncertainties relating to the general economic conditions affecting our business segments; severe disruptions to the economy, the financial markets, and the markets in which we compete; dependence of certain of our businesses on certain key customers; and the risk that we will not realize all of the anticipated benefits from efforts to optimize our asset base, as well as competitive factors relating to the aerospace industry. For a more detailed discussion of these and other factors affecting us, see the risk factors described in our Annual Report on Form 10-K for the fiscal year ended March 31, 2024, filed with the SEC on May 31, 2024 and in the other reports we file with the SEC.

THE COMPANY

The following summary is qualified in its entirety by reference to the more detailed information and consolidated financial statements appearing elsewhere or incorporated by reference in this prospectus, as well as the other materials filed with the SEC that are considered to be part of this prospectus. For a more complete understanding of our company and before making any investment decision, you should read this entire prospectus, including “Risk Factors” and the financial information and the notes thereto included and incorporated by reference herein.

General

Triumph Group, Inc. was incorporated in 1993 in Delaware. Our companies design, engineer, manufacture, repair, and overhaul a broad portfolio of aerospace and defense systems, subsystems, components, and structures. We serve the global aviation industry, including original equipment manufacturers (“OEMs”) and the full spectrum of military and commercial aircraft operators through the aircraft life cycle.

Products and Services

We offer a variety of products and services to the aerospace industry through two operating segments: (i) Triumph Systems & Support, whose companies design, develop, and support proprietary components, subsystems, and systems; produce complex assemblies using external designs; and provide full life cycle solutions for commercial, regional, and military aircraft and (ii) Triumph Interiors, whose companies supply commercial, business, regional, and military manufacturers with insulation parts, interior and composite components to Triumph and customer designs, and the manufacture of thermo-acoustic insulation, environmental control system ducting, and other aircraft interior components for major aerospace OEMs. We also maintain full maintenance, repair, and overhaul capabilities for all Triumph products across Systems & Support and Interiors, including the manufacture of spare parts.

Systems & Support’s capabilities include landing gear-system design; hydraulic, mechanical, and electromechanical actuation; hydraulic power generation and control; a complete suite of aerospace gearbox solutions, including engine accessory gearboxes and helicopter transmissions; active and passive thermal systems including vapor cycle systems and heat exchangers; and fuel pumps, fuel metering units, and full authority digital electronic control fuel systems.

The products and capabilities within this group include the design, manufacture, build and repair of:


Aircraft and engine-mounted accessory drives		Thermal control systems and components

Cargo hooks		High lift and utility actuation

Cockpit control levers		Hydraulic systems and components

Control system valve bodies		Landing gear actuation systems

Electronic engine controls		Landing gear components and assemblies

Cyber protected process controllers		Main engine gear box assemblies

Geared transmissions and drive train components		Main fuel pumps and afterburner fuel pumps

Fuel-metering units		Vibration absorbers

Interiors products include thermo-acoustic insulation systems, environmental control system ducting, and other aircraft interior components.

Company Information

We were incorporated in Delaware in 1993. Our principal executive office is located at 555 E Lancaster Avenue, Suite 400, Radnor, PA 19087 and our telephone number is (610) 251-1000. We maintain a website at www.triumphgroup.com. The information on our website is not incorporated by reference in this prospectus and any accompanying prospectus supplement, and you should not consider it a part of this prospectus and any accompanying prospectus supplement.

RISK FACTORS

Investing in our securities involves risk. See the risk factors described in our most recent Annual Report on Form 10-K (together with any material changes thereto contained in subsequently filed Quarterly Reports on Form 10-Q) and those contained in our other filings with the SEC that are incorporated by reference in this prospectus and any accompanying prospectus supplement. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus and any accompanying prospectus supplement. These risks could materially affect our business, financial condition or results of operations and cause the value of our securities to decline. You could lose all or part of your investment.

USE OF PROCEEDS

Except as otherwise set forth in any accompanying prospectus supplement, we expect to use the net proceeds from the sale of securities for general corporate purposes. We will not receive any of the proceeds from the sale of securities being offered by any selling securityholder.

DESCRIPTION OF SECURITIES

This prospectus contains summary descriptions of the common stock, preferred stock, depositary shares, debt securities, guarantees of debt securities, warrants, subscription rights, purchase contracts and units that may be offered and sold from time to time. These summary descriptions are not meant to be complete descriptions of each security. However, at the time of an offering and sale, this prospectus together with the accompanying prospectus supplement will contain the material terms of the securities being offered.

DESCRIPTION OF CAPITAL STOCK

General

The following summary description of our capital stock is based on the provisions of the Delaware General Corporation Law (the “DGCL”), our certificate of incorporation, as amended (our “Amended and Restated Certificate of Incorporation”), and our by-laws, as amended (our “Amended and Restated By-laws”). This description does not purport to be complete and is qualified in its entirety by reference to the full text of the DGCL, as it may be amended from time to time, and to the terms of our Amended and Restated Certificate of Incorporation and Amended and Restated By-laws, as each may be amended from time to time, which are incorporated by reference as exhibits to the registration statement of which this prospectus is a part. See “Where You Can Find More Information.” As used in this “Description of Capital Stock,” the terms “Triumph,” the “Company”, “we,” “our” and “us” refer to Triumph Group, Inc., a Delaware corporation, and do not, unless otherwise specified, include our subsidiaries.

Our authorized capital stock consists of 200,000,000 shares of common stock, par value $0.001 per share, and 250,000 shares of preferred stock, par value $0.01 per share (the “Preferred Stock”). The number of authorized shares of any class may be increased or decreased by an amendment to our Amended and Restated Certificate of Incorporation proposed by our board of directors and approved by a majority of voting shares voted on the issue at a meeting at which a quorum exists.

Each shareholder of record of our common stock is entitled to one vote for each share held on every matter properly submitted to the shareholders for their vote. As and when dividends are declared or paid thereon, holders of common stock are entitled to participate in such dividends ratably on a per share basis.

Common Stock

Upon our liquidation, dissolution or winding up, the holders of our common stock are entitled to receive ratably our net assets available, if any, after the payment of all debts and other liabilities and subject to the prior rights of any outstanding Preferred Stock.

Holders of our common stock have no preemptive, subscription, redemption, conversion or exchange rights and no sinking fund provisions.

The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Stock that we may designate and issue in the future.

Preferred Stock

Our Amended and Restated Certificate of Incorporation authorizes us to issue 250,000 shares of Preferred Stock, par value $0.01 per share. The Preferred Stock is issuable in series with such voting rights, if any, designations, powers, preferences and other rights and such qualifications, limitations and restrictions as may be determined by our board of directors. Our board of directors is authorized, subject to limitations prescribed by law and our Amended and Restated Certificate of Incorporation, to provide for the issuance of the shares of Preferred Stock and to establish from time to time the number of shares to be included in each such series, and to fix the designations, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. As of the date of this prospectus, no shares of our Preferred Stock were outstanding.

Anti-Takeover Effects of Provisions of the Amended and Restated Certificate of Incorporation, Amended and Restated By-laws and Other Agreements

Our Amended and Restated By-laws contain certain provisions that may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest.

Our Amended and Restated By-laws provide that special meetings of the stockholders, for any purpose or purposes may be called by the Chairman or the President and shall be called by the Chairman or the President or Secretary at the request in writing of a majority of our board of directors, or at the request in writing in compliance with our Amended and Restated By-laws of stockholders of record owning at least 25% in amount of the entire capital stock of the Company issued and outstanding and entitled to vote.

Our Amended and Restated By-laws establish an advance notice procedure for the nomination, other than by or at the direction of our board of directors, of candidates for election as directors as well as for other stockholder proposals to be considered at annual meetings or special meetings of stockholders. In general, notice of intent to nominate a director or raise business at such meetings must be received by us not less than 90 nor more than 120 days prior the first anniversary of the preceding year’s annual meeting (in the case of an annual meeting) or prior to the date of the special meeting (in the case of a special meeting). The notice must contain certain specified information concerning the person to be nominated or the matters to be brought before the meeting and concerning the stockholder submitting the proposal.

Shareholder Rights Plan

We have a shareholder rights plan, which we refer to as our Rights Plan. Under our Tax Benefits Preservation Plan (the “Rights Plan”), if any person or group acquires beneficial ownership of 4.9% or more of our then-outstanding common stock, shareholders other than the 4.9% triggering shareholder will have the right to purchase a unit consisting of one one-thousandth of a share of Series B Junior Participating Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”), at a purchase price of $100.00 per share, subject to adjustment. The Rights Plan is intended to help protect certain Company tax attributes, such as current year net operating loss and the net operating loss carryovers, capital loss carryovers, general business credit carryovers, alternative minimum tax credit carryovers, foreign tax credit carryovers and other similar tax carryovers, as well as any loss or deduction attributable to a “net unrealized built-in loss” within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, and the Treasury regulations promulgated thereunder, of the Company or any of its subsidiaries (collectively, “Tax Benefits”) by deterring any person from becoming a 4.9% Shareholder (as defined in the Rights Plan).

Rights Certificates; Exercise Period

Initially, the Rights will be attached to all common stock certificates representing shares then outstanding, and no separate rights certificates (“Rights Certificates”) will be distributed. Subject to certain exceptions specified in the Rights Plan, the Rights will separate from the common stock and a distribution date (the “Distribution Date”) will occur upon the earlier of (i) ten (10) business days following a public announcement that an Acquiring Person (as defined in the Rights Plan) has become a 4.9% Shareholder (the “Stock Acquisition Date”) and (ii) ten (10) business days (or such later date as our board of directors shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group becoming an Acquiring Person.

Until the Distribution Date, (i) the Rights will be evidenced by the common stock certificates (or, in the case of book entry shares, by the notations in the book entry accounts) and will be transferred with and only with such common stock, (ii) new common stock certificates issued after the Record Date will contain a notation incorporating the Rights Plan by reference and (iii) the surrender for transfer of any certificates for common stock outstanding will also constitute the transfer of the Rights associated with the common stock represented by

such certificates. Pursuant to the Rights Plan, the Company reserves the right to require prior to the occurrence of a Triggering Event (as described below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of Series B Preferred Stock will be issued.

The definition of “Acquiring Person” contained in the Rights Plan contains several exemptions, including for (i) the Company; (ii) any of the Company’s subsidiaries; (iii) any employee benefit plan of the Company, or of any subsidiary of the Company, or any person organized, appointed or established by the Company for or pursuant to the terms of any such plan; (iv) any person that becomes a 4.9% Shareholder as a result of a reduction in the number of shares of Company securities outstanding due to a repurchase of Company securities by the Company or a stock dividend, stock split, reverse stock split or similar transaction, unless and until such person increases its ownership by more than one (1) percentage point over such person’s lowest percentage stock ownership on or after the consummation of the relevant transaction; (v) any person who, together with all affiliates and associates of such person, was a 4.9% Shareholder on the date of the Rights Plan (as disclosed in public filings with the SEC on the date of the Rights Plan), unless and until such person and its affiliates and associates increase their aggregate ownership by more than one (1) percentage point over their lowest percentage stock ownership on or after the date of the Rights Plan, provided that this clause (v) will not apply to any such person who has decreased its ownership below 4.9%; (vi) any person who, within ten (10) business days of being requested by the Company to do so, certifies to the Company that such person became an Acquiring Person inadvertently or without knowledge of the terms of the Rights and who, together with all affiliates and associates, thereafter within ten (10) business days following such certification disposes of such number of shares of common stock so that it, together with all affiliates and associates, ceases to be an Acquiring Person; and (vii) any person that our board of directors has affirmatively determined in its sole discretion shall not be deemed an Acquiring Person.

Certain synthetic interests in securities created by derivative positions, whether or not such interests are considered to be ownership of the underlying common stock or are reportable for purposes of Regulation 13D of the Exchange Act are treated as beneficial ownership of the number of shares of common stock equivalent to the economic exposure created by the derivative position, to the extent actual shares of common stock are directly or indirectly held by counterparties to the derivatives contracts.

The Rights are not exercisable until the Distribution Date and will expire at the earliest of (i) 5:00 P.M., New York City time, on March 13, 2025 (ii) the time at which the Rights are redeemed or exchanged as provided in the Rights Plan, (iii) the time at which our board of directors determines that the Rights Plan is no longer necessary or desirable for the preservation of Tax Benefits, and (iv) the close of business on the first day of a taxable year of the Company to which our board of directors determines that no Tax Benefits, once realized, as applicable, may be carried forward.

As soon as practicable after the Distribution Date, Rights Certificates will be mailed to holders of record of the common stock as of the close of business on the Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. After the Distribution Date, the Company generally would issue Rights with respect to shares of common stock issued upon the exercise of stock options or pursuant to awards under any employee plan or arrangement, which stock options or awards are outstanding as of the Distribution Date, or upon the exercise, conversion or exchange of securities issued by the Company after the Rights Plan’s adoption (except as may otherwise be provided in the instruments governing such securities). In the case of other issuances of shares of common stock after the Distribution Date, the Company generally may, if deemed necessary or appropriate by our board of directors, issue Rights with respect to such shares of common stock.

Preferred Share Provisions

Each one one-thousandth of a share of Series B Preferred Stock, if issued:

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will not be redeemable;

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will entitle the holder thereof to quarterly dividend payments of $0.001 or an amount equal to the dividend paid on one share of common stock, whichever is greater;

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will, upon any liquidation of the Company, entitle the holder thereof to receive either $0.001 plus accrued and unpaid dividends and distributions to the date of payment or an amount equal to the payment made on one share of common stock, whichever is greater;

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will have the same voting power as one share of common stock; and

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will, if shares of common stock are exchanged via merger, consolidation or a similar transaction, entitle holders thereof to a payment equal to the payment made on one share of common stock.

Flip-in Trigger

In the event that a person or group of affiliated or associated persons becomes an Acquiring Person (unless the event causing such person or group to become an Acquiring Person is a transaction described under “Flip-over Trigger,” below), each holder of a Right will thereafter have the right to receive, upon exercise, common stock (or, in certain circumstances, cash, property or other securities of the Company) having a value equal to two times the exercise price of the Right. Notwithstanding the foregoing, following the occurrence of such an event, all Rights that are, or (under certain circumstances specified in the Rights Plan) were, beneficially owned by any Acquiring Person will be null and void. However, Rights are not exercisable following the occurrence of such an event until such time as the Rights are no longer redeemable by the Company as set forth below.

Flip-over Trigger

In the event that, at any time following the Stock Acquisition Date, (i) the Company engages in a merger or other business combination transaction in which the Company is not the surviving corporation, (ii) the Company engages in a merger or other business combination transaction in which the Company is the surviving corporation and the common stock is changed or exchanged, or (iii) more than fifty percent (50%) of the Company’s assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights that have previously been voided as set forth above) shall thereafter have the right to receive, upon exercise, common stock of the acquiring company having a value equal to two times the exercise price of the Right.

Exchange Feature

At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of fifty percent (50%) or more of the outstanding common stock, our board of directors may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, at an exchange ratio of one (1) share of common stock, or one one-thousandth of a share of Series B Preferred Stock (or of a share of a class or series of the Company’s preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment).

Equitable Adjustments

The purchase price payable, and the number of Units of Series B Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of the Series B Preferred Stock, (ii) if holders of the Series B Preferred Stock are granted certain rights or warrants to subscribe for Series B Preferred Stock or convertible securities at less than the current market price of the Series B Preferred Stock, or (iii) upon the distribution to holders of the Series B Preferred Stock of evidences of indebtedness or assets (excluding regular quarterly cash dividends) or of subscription rights or warrants (other than those referred to above).

With certain exceptions, no adjustment in the purchase price will be required until cumulative adjustments amount to at least one percent (1%) of the purchase price. No fractional Units will be issued and, in lieu thereof, an adjustment in cash will be made based on the market price of the Series B Preferred Stock on the last trading day prior to the date of exercise.

Redemption Rights

At any time until ten (10) business days following the Stock Acquisition Date, the Company may, at its option, redeem the Rights in whole, but not in part, at a price of $0.001 per Right (payable in cash, common stock or other consideration deemed appropriate by our board of directors). Immediately upon the action of our board of directors ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the $0.001 redemption price.

Amendment of Rights

Any of the provisions of the Rights Plan may be amended by our board of directors prior to the Distribution Date. After the Distribution Date, the provisions of the Rights Plan may be amended by our board of directors in order to cure any ambiguity, to make changes that do not adversely affect the interests of holders of Rights, or to shorten or lengthen any time period under the Rights Plan. The foregoing notwithstanding, no amendment may be made at such time as the Rights are not redeemable, except to cure any ambiguity or correct or supplement any provision contained in the Rights Plan which may be defective or inconsistent with any other provision therein.

Miscellaneous

Until a Right is exercised, the holder thereof, as such, will have no separate rights as a shareholder of the Company, including the right to vote or to receive dividends in respect of the Rights. While the distribution of the Rights will not be taxable to stockholders or to the Company, shareholders may, depending upon the circumstances, recognize taxable income in the event that the Rights become exercisable for common stock (or other consideration) of the Company or for common stock of the acquiring company or in the event of the redemption of the Rights as set forth above.

This summary description of the Rights and the Rights Plan does not purport to be complete and is qualified in its entirety by reference to the Rights Plan.

Listing

Our common stock is listed on the NYSE under the symbol “TGI.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

Dividend Policy

During fiscal 2024 and 2023, we made no declaration or payments of dividends due to the March 2020 suspension of our dividend program. This suspension is still in place. Our declaration and payment of cash dividends in the future and the amount thereof will depend upon our results of operations, financial condition, cash requirements, future prospects, limitations imposed by credit agreements or indentures governing debt securities and other factors deemed relevant by our Board of Directors. No assurance can be given that cash dividends will be declared and paid at historical levels or at all. Certain of our debt arrangements restrict our paying dividends and making distributions on our capital stock, except for the payment of stock dividends and redemptions of an employee’s shares of capital stock upon termination of employment. We currently have an accumulated deficit which could limit or restrict our ability to pay dividends in the future.

DESCRIPTION OF DEPOSITARY SHARES

We may offer depositary receipts representing fractional shares of our preferred stock, rather than full shares of preferred stock. The shares of preferred stock represented by depositary shares will be deposited under a depositary agreement between us and a bank or trust company that meets certain requirements and is selected by us (the “Bank Depositary”). Each owner of a depositary share will be entitled to all the rights and preferences of the preferred stock represented by the depositary share.

The description in an accompanying prospectus supplement of any depositary shares we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable depositary agreement, which will be filed with the SEC if we offer depositary shares. For more information on how you can obtain copies of any depositary agreement if we offer depositary shares, see “Where You Can Find More Information.” We urge you to read the applicable depositary agreement and any accompanying prospectus supplement in their entirety.

Dividends and Other Distributions

If we pay a cash distribution or dividend on a series of preferred stock represented by depositary shares, the Bank Depositary will distribute such dividends to the record holders of such depositary shares. If the distributions are in property other than cash, the Bank Depositary will distribute the property to the record holders of the depositary shares. However, if the Bank Depositary determines that it is not feasible to make the distribution of property, the Bank Depositary may, with our approval, sell such property and distribute the net proceeds from such sale to the record holders of the depositary shares.

Redemption of Depositary Shares

If we redeem a series of preferred stock represented by depositary shares, the Bank Depositary will redeem the depositary shares from the proceeds received by the Bank Depositary in connection with the redemption. The redemption price per depositary share will equal the applicable fraction of the redemption price per share of the preferred stock. If fewer than all the depositary shares are redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as the Bank Depositary may determine.

Voting the Preferred Stock

Upon receipt of notice of any meeting at which the holders of the preferred stock represented by depositary shares are entitled to vote, the Bank Depositary will mail the notice to the record holders of the depositary shares relating to such preferred stock. Each record holder of these depositary shares on the record date, which will be the same date as the record date for the preferred stock, may instruct the Bank Depositary as to how to vote the preferred stock represented by such holder’s depositary shares. The Bank Depositary will endeavor, insofar as practicable, to vote the amount of the preferred stock represented by such depositary shares in accordance with such instructions, and we will take all action that the Bank Depositary deems necessary in order to enable the Bank Depositary to do so. The Bank Depositary will abstain from voting shares of the preferred stock to the extent it does not receive specific instructions from the holders of depositary shares representing such preferred stock.

Amendment and Termination of the Depositary Agreement

The form of depositary receipt evidencing the depositary shares and any provision of the depositary agreement may be amended by agreement between the Bank Depositary and us. However, any amendment that materially and adversely alters the rights of the holders of depositary shares will not be effective unless such amendment has been approved by the holders of at least a majority of the depositary shares then outstanding. The depositary agreement may be terminated by the Bank Depositary or us only if (1) all outstanding depositary

shares have been redeemed or (2) there has been a final distribution in respect of the preferred stock in connection with any liquidation, dissolution or winding up of our company and such distribution has been distributed to the holders of depositary receipts.

Withdrawal of Preferred Stock

Except as may be provided otherwise in an accompanying prospectus supplement, upon surrender of depositary receipts at the principal office of the Bank Depositary, subject to the terms of the depositary agreement, the owner of the depositary shares may demand delivery of the number of whole shares of preferred stock and all money and other property, if any, represented by those depositary shares. Partial shares of preferred stock will not be issued. If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares representing the number of whole shares of preferred stock to be withdrawn, the Bank Depositary will deliver to such holder at the same time a new depositary receipt evidencing the excess number of depositary shares. Holders of withdrawn preferred stock may not thereafter deposit those shares under the depositary agreement or receive depositary receipts evidencing depositary shares therefor.

DESCRIPTION OF DEBT SECURITIES AND GUARANTEES

We may offer debt securities in one or more series, which may be senior debt securities or subordinated debt securities and which may be convertible into another security. The following description briefly sets forth certain general terms and provisions of the debt securities. The particular terms of the debt securities offered by any prospectus supplement and the extent, if any, to which the following general terms and provisions may apply to the debt securities, will be described in an accompanying prospectus supplement. Unless otherwise specified in an accompanying prospectus supplement, our debt securities will be issued in one or more series under an indenture to be entered into between us and U.S. Bank National Association, as trustee, or such other trustee named therein. A form of the indenture is attached as an exhibit to the registration statement of which this prospectus forms a part, which you should review for additional information. The terms of the debt securities and any guarantees will include those set forth in the indenture and those made a part of the indenture by the Trust Indenture Act of 1939 (“TIA”). You should read the summary below, any accompanying prospectus supplement and the provisions of the indenture in their entirety before investing in our debt securities.

The aggregate principal amount of debt securities that may be issued under the indenture is unlimited. The prospectus supplement relating to any series of debt securities that we may offer will contain the specific terms of the debt securities and guarantees. These terms may include, among others, the following:

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the title and aggregate principal amount of the debt securities and any limit on the aggregate principal amount of such series;

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the subsidiary guarantees of the debt securities and the terms thereof;

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any applicable subordination provisions for any subordinated debt securities;

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the maturity date(s) or method for determining same;

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the interest rate(s) or the method for determining same;

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the dates on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable and whether interest will be payable in cash, additional securities or some combination thereof;

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whether the debt securities are convertible or exchangeable into other securities and any related terms and conditions;

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redemption or early repayment provisions;

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authorized denominations;

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if other than the principal amount, the principal amount of debt securities payable upon acceleration;

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place(s) where payment of principal and interest may be made, where debt securities may be presented and where notices or demands upon the company may be made;

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the form or forms of the debt securities of the series including such legends as may be required by applicable law;

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whether the debt securities will be issued in whole or in part in the form of one or more global securities and the date as of which the securities are dated if other than the date of original issuance;

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whether the debt securities are secured and the terms of such security;

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the amount of discount or premium, if any, with which the debt securities will be issued;

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any covenants applicable to the particular debt securities being issued;

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any additions or changes in the defaults and events of default applicable to the particular debt securities being issued;

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the guarantors of each series, if any, and the extent of the guarantees (including provisions relating to seniority, subordination and release of the guarantees), if any;

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the currency, currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, the debt securities will be payable;

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the time period within which, the manner in which and the terms and conditions upon which we or the holders of the debt securities can select the payment currency;

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our obligation or right to redeem, purchase or repay debt securities under a sinking fund, amortization or analogous provision;

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any restriction or conditions on the transferability of the debt securities;

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provisions granting special rights to holders of the debt securities upon occurrence of specified events;

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additions or changes relating to compensation or reimbursement of the trustee of the series of debt securities;

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provisions relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture and the execution of supplemental indentures for such series; and

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any other terms of the debt securities (which terms shall not be inconsistent with the provisions of the TIA, but may modify, amend, supplement or delete any of the terms of the indenture with respect to such series of debt securities).

General

We may sell the debt securities, including original issue discount securities, at par or at a substantial discount below their stated principal amount. Unless we inform you otherwise in a prospectus supplement, we may issue additional debt securities of a particular series without the consent of the holders of the debt securities of such series or any other series outstanding at the time of issuance. Any such additional debt securities, together with all other outstanding debt securities of that series, will constitute a single series of securities under the indenture.

We will describe in an accompanying prospectus supplement any other special considerations for any debt securities and guarantees we sell that are denominated in a currency or currency unit other than U.S. dollars. In addition, debt securities may be issued where the amount of principal and/or interest payable is determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such securities may receive a principal amount or a payment of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currencies, commodities, equity indices or other factors. Information as to the methods for determining the amount of principal or interest, if any, payable on any date, and the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked will be described in an accompanying prospectus supplement.

United States federal income tax consequences and special considerations, if any, applicable to any such series will be described in an accompanying prospectus supplement.

We expect most debt securities to be issued in fully registered form without coupons and in minimum denominations of $2,000 and any integral multiple of $1,000 in excess thereof. Subject to the limitations provided in the indenture and in an accompanying prospectus supplement, debt securities that are issued in registered form may be transferred or exchanged at the designated corporate trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.

Global Securities

Unless we inform you otherwise in an accompanying prospectus supplement, the debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary identified in an accompanying prospectus supplement. Unless and until a global security is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor.

Governing Law

The indenture and the debt securities shall be construed in accordance with and governed by the laws of the State of New York.

DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of shares of our common stock, shares of preferred stock or our debt securities. We may issue warrants independently or together with other securities, and they may be attached to or separate from the other securities. Each series of warrants will be issued under a separate warrant agreement that we will enter into with a bank or trust company, as warrant agent, as detailed in an accompanying prospectus supplement. The warrant agent will act solely as our agent in connection with the warrants and will not assume any obligation, or agency or trust relationship, with you.

The prospectus supplement relating to a particular issue of warrants will describe the terms of those warrants, including, when applicable:

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the offering price;

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the currency or currencies, including composite currencies, in which the purchase price and/or exercise price of the warrants may be payable;

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the number of warrants offered;

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the exercise price and the amount of securities you will receive upon exercise;

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the procedure for exercise of the warrants and the circumstances, if any, that will cause the warrants to be automatically exercised;

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the rights, if any, we have to redeem the warrants;

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the date on which the right to exercise the warrants will commence and the date on which the warrants will expire;

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the name of the warrant agent; and

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any other material terms of the warrants.

After warrants expire they will become void. The prospectus supplement may provide for the adjustment of the exercise price of the warrants.

Warrants may be exercised at the appropriate office of the warrant agent or any other office indicated in an accompanying prospectus supplement. Before the exercise of warrants, holders will not have any of the rights of holders of the securities purchasable upon exercise and will not be entitled to payments made to holders of those securities.

The description in an accompanying prospectus supplement of any warrants we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable warrant agreement, which will be filed with the SEC if we offer warrants. For more information on how you can obtain copies of any warrant agreement if we offer warrants, see “Where You Can Find More Information.” We urge you to read the applicable warrant agreement and any accompanying prospectus supplement in their entirety.

DESCRIPTION OF SUBSCRIPTION RIGHTS

We may issue subscription rights to purchase shares of our common stock, shares of our preferred stock or our debt securities. We may issue subscription rights independently or together with any other offered security, which may or may not be transferable by the stockholder. In connection with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.

The prospectus supplement relating to any subscription rights we may offer will contain the specific terms of the subscription rights. These terms may include the following:

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the price, if any, for the subscription rights;

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the number and terms of each share of common stock or preferred stock or debt securities which may be purchased per each subscription right;

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the exercise price payable for each share of common stock or preferred stock or debt securities upon the exercise of the subscription rights;

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the extent to which the subscription rights are transferable;

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any provisions for adjustment of the number or amount of securities receivable upon exercise of the subscription rights or the exercise price of the subscription rights;

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any other terms of the subscription rights, including the terms, procedures and limitations relating to the exchange and exercise of the subscription rights;

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the date on which the right to exercise the subscription rights shall commence, and the date on which the subscription rights shall expire;

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the extent to which the subscription rights may include an over-subscription privilege with respect to unsubscribed securities; and

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if applicable, the material terms of any standby underwriting or purchase arrangement entered into by us in connection with the offering of subscription rights.

The description in an accompanying prospectus supplement of any subscription rights we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable subscription rights certificate or subscription rights agreement, which will be filed with the SEC if we offer subscription rights. For more information on how you can obtain copies of any subscription rights certificate or subscription rights agreement if we offer subscription rights, see “Where You Can Find More Information.” We urge you to read the applicable subscription rights certificate, the applicable subscription rights agreement and any accompanying prospectus supplement in their entirety.

DESCRIPTION OF PURCHASE CONTRACTS AND PURCHASE UNITS

We may issue purchase contracts, including contracts obligating holders to purchase from us, and obligating us to sell to the holders, a specified number of shares of our common stock, shares of our preferred stock or our debt securities at a future date or dates, which we refer to in this prospectus as purchase contracts. The price of the securities and the number of securities may be fixed at the time the purchase contracts are issued or may be determined by reference to a specific formula set forth in the purchase contracts, and may be subject to adjustment under anti-dilution formulas. The purchase contracts may be issued separately or as part of units consisting of a stock purchase contract and our debt securities or preferred securities or debt obligations of third parties, including U.S. treasury securities, or any combination of the foregoing, securing the holders’ obligations to purchase the securities under the purchase contracts, which we refer to herein as purchase units. The purchase contracts may require holders to secure their obligations under the purchase contracts in a specified manner. The purchase contracts also may require us to make periodic payments to the holders of the purchase contracts or the purchase units, as the case may be, or vice versa, and those payments may be unsecured or pre-funded in whole or in part.

The description in an accompanying prospectus supplement of any purchase contract or purchase unit we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable purchase contract or purchase unit, which will be filed with the SEC if we offer purchase contracts or purchase units. For more information on how you can obtain copies of any purchase contract or purchase unit we may offer, see “Where You Can Find More Information.” We urge you to read the applicable purchase contract or applicable purchase unit and any accompanying prospectus supplement in their entirety.

PLAN OF DISTRIBUTION

We or the selling securityholders may sell the securities being offered hereby in one or more of the following ways from time to time:

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to underwriters for resale to purchasers;

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directly to purchasers;

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through agents or dealers to purchasers;

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in “at-the market” offerings (as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”));

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through a combination of any of these methods; or

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through any other method permitted by applicable law and described in a prospectus supplement.

In addition, we or the selling securityholders may enter into derivative or hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. In connection with such a transaction, the third parties may sell securities covered by and pursuant to this prospectus and any accompanying prospectus supplement. If so, the third party may use securities borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions. We or the selling securityholders may also loan or pledge securities covered by this prospectus and any accompanying prospectus supplement to third parties, who may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this prospectus and any accompanying prospectus supplement.

We or the selling securityholders will identify the specific plan of distribution in a prospectus supplement, including:

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the terms of the offering;

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the names of the underwriters, dealers, agents or direct purchasers and their compensation;

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the purchase price of the securities and the net proceeds we will receive from the sale;

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any delayed delivery obligations to take the securities;

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the nature of the underwriters’ obligations to take the securities;

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any securities exchange or market on which the securities may be listed; and

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other facts material to the transaction.

Underwriters, dealers and agents

If we or the selling securityholders use underwriters in an offering, we or the selling securityholders will execute an underwriting agreement with such underwriters and will specify the name of each underwriter and the terms of the transaction (including any underwriting discounts and other terms constituting compensation of the underwriters and any dealers) in a prospectus supplement. If we or the selling securityholders use an underwriting syndicate, the managing underwriter(s) will be specified on the cover of the prospectus supplement. If we or the selling securityholders use underwriters for a sale of securities, the underwriters will acquire the securities for their own accounts. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may be changed from time to time. Unless otherwise set forth in the prospectus supplement, the obligations of the underwriters to purchase the offered securities will be subject to conditions precedent and the underwriters will be obligated to purchase all of the offered securities if any are purchased.

If dealers are used in an offering, we or the selling securityholders may sell the securities to the dealers as principals. The dealers then may resell the securities to the public at varying prices which they determine at the time of resale. The names of the dealers and the terms of the transaction will be specified in a prospectus supplement.

If agents are used in an offering, the names of the agents and the terms of the agency will be specified in a prospectus supplement. Unless otherwise indicated in a prospectus supplement, the agents will act on a best-efforts basis for the period of their appointment.

Dealers and agents named in a prospectus supplement may be underwriters as defined in the Securities Act and any discounts or commissions they receive from us and any profit on their resale of the securities may be treated as underwriting discounts and commissions under the Securities Act. We or the selling securityholders will identify in the applicable prospectus supplement any underwriters, dealers or agents and will describe their compensation. We or the selling securityholders may have agreements with the underwriters, dealers and agents to indemnify them against specified civil liabilities, including liabilities under the Securities Act.

Underwriters, dealers or agents and their associates may engage in other transactions with and perform other services for us or the selling securityholders in the ordinary course of business.

If so indicated in a prospectus supplement, we or the selling securityholders will authorize underwriters or other persons acting as our agents to solicit offers by institutional investors to purchase securities pursuant to contracts providing for payment and delivery on a future date. We or the selling securityholders may enter contracts with commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions and other institutional investors. The obligations of any institutional investor will be subject to the condition that its purchase of the offered securities will not be illegal at the time of delivery. The underwriters and other agents will not be responsible for the validity or performance of contracts.

Direct sales

We or the selling securityholders may sell securities directly to one or more purchasers without using underwriters or agents.

At-the-market offerings

We or the selling securityholders may also sell the securities offered by any applicable prospectus supplement in “at-the-market offerings” within the meaning of Rule 415 of the Securities Act, to or through a market maker or into an existing trading market, on an exchange or otherwise.

Trading markets and listing of securities

Unless otherwise specified in the applicable prospectus supplement, each class or series of securities will be a new issue with no established trading market, other than our common stock, which are listed on the NYSE. We may elect to list any other class or series of securities on any exchange, but we are not obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for any of the securities.

Stabilization activities

In connection with an offering, an underwriter may purchase and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales.

Short sales involve the sale by the underwriters of a greater number of securities than they are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’ option to purchase additional securities, if any, from us in the offering. If the underwriters have an over-allotment option to purchase additional securities from us, the underwriters may close out any covered short position by either exercising their over-allotment option or purchasing securities in the open market. In determining the source of securities to close out the covered short position, the underwriters may consider, among other things, the price of securities available for purchase in the open market as compared to the price at which they may purchase securities through the over-allotment option. “Naked” short sales are any sales in excess of such option or where the underwriters do not have an over-allotment option. The underwriters must close out any naked short position by purchasing securities in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the securities in the open market after pricing that could adversely affect investors who purchase in the offering.

Accordingly, to cover these short sales positions or to otherwise stabilize or maintain the price of the securities, the underwriters may bid for or purchase securities in the open market and may impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members or other broker-dealers participating in the offering are reclaimed if securities previously distributed in the offering are repurchased, whether in connection with stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. The impositions of a penalty bid may also affect the price of the securities to the extent that it discourages resale of the securities. The magnitude or effect of any stabilization or other transactions is uncertain. These transactions may be effected on the NYSE or otherwise and, if commenced, may be discontinued at any time.

LEGAL MATTERS

Unless otherwise indicated in any accompanying prospectus supplement, Skadden, Arps, Slate, Meagher & Flom LLP will provide opinions regarding the authorization and validity of the securities. Skadden, Arps, Slate, Meagher & Flom LLP may also provide opinions regarding certain other matters. Any underwriters will be advised about legal matters by their own counsel, which will be named in an accompanying prospectus supplement.

EXPERTS

Ernst & Young LLP, independent registered public accounting firm, has audited our consolidated financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2024, and the effectiveness of our internal control over financial reporting as of March 31, 2024, as set forth in their reports, which are incorporated by reference in this prospectus and elsewhere in this registration statement. Our financial statements are incorporated by reference in reliance on Ernst & Young LLP’s reports, given on their authority as experts in accounting and auditing.

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The expenses relating to the registration of the securities will be borne by the registrant.


SEC Registration Fee	$	*
Accounting Fees and Expenses	$	**
Legal Fees and Expenses	$	**
Printing Fees	$	**
Transfer Agents and Trustees’ Fees and Expenses	$	**
Rating Agency Fees	$	**
Stock Exchange Listing Fees	$	**
Miscellaneous	$	**
Total	$	**

Deferred in reliance on Rules 456(b) and 457(r) under the Securities Act. Pursuant to Rule 457(p) of under the Securities Act, $42,615.50 of the registration fee for the securities issued under this registration statement will be offset by the registration fees paid in connection with the unsold securities registered by us under our prior registration statement (File No. 333-239098), which was filed with the SEC on June 11, 2020 and was subsequently declared effective by the SEC on June 18, 2020, which was subsequently carried forward to our prior registration statement (File No. 333-251429) which was filed with the SEC and automatically effective on December 17, 2020.

**	Since an indeterminate amount of securities is covered by this registration statement, the expenses in connection with the issuance and distribution of the securities are not currently determinable.

Item 15. Indemnification of Directors and Officers.

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The registrant is a Delaware corporation. Reference is made to Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”), which enables a corporation in its certificate of incorporation to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except:

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for any breach of the director’s duty of loyalty to the corporation or its stockholders;

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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

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pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions); or

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for any transaction from which a director derived an improper personal benefit.

Reference is also made to Section 145 of the DGCL, which provides that a corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that the person’s conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director

is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses that such officer or director actually and reasonably incurred. The indemnification permitted under the DGCL is not exclusive, and a corporation is empowered to purchase and maintain insurance against liabilities whether or not indemnification would be permitted by statute.

The registrant’s Amended and Restated Certificate of Incorporation and Amended and Restated By-laws provide for indemnification of its directors and officers to the fullest extent currently permitted by the DGCL.

The registrant also has indemnification agreements with its directors and officers. In addition, the registrant maintains liability insurance for its directors and officers.

Item 16. List of Exhibits.

The Exhibits to this registration statement are listed in the Exhibit Index below.


Exhibit No.		Description of Exhibits

1.1*		Form of Underwriting Agreement

3.1		Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Form 10-K filed on May 22, 2009).

3.2		Amendment to the Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed on July 19, 2012).

3.3		Amendment to the Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K/A filed on August 5, 2019).

3.4		Amendment to the Amended and Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed on July 21, 2023).

3.5		Amended and Restated By-laws (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed on April 26, 2019).

4.1		Specimen of Common Stock Certificate (incorporated by reference to Exhibit 3 to the registrant’s Registration Statement on Form 8-A dated September 27, 1996).

4.2*		Form of Certificate of Designation with respect to any preferred stock issued hereunder.

4.3*		Form of Depositary Agreement (including form of Depositary Receipt).

4.4		Form of Indenture for Debt Securities and Guarantees of Debt Securities between the registrant and the trustee to be named therein (incorporated by reference to Exhibit 4.4 to the registrant’s Registration Statement on Form S-3 filed on June 11, 2020).

4.5*		Form of Warrant Agreement (including form of Warrant Certificate).

4.6*		Form of Subscription Rights Agreement (including form of Subscription Rights Certificate).

4.7*		Form of Purchase Contract Agreement (including form of Purchase Contract Certificate).

4.8*		Form of Unit Agreement (including form of Unit Certificate).

5.1		Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.

23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

23.2		Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1)

24.1		Powers of Attorney (included on signature pages hereto).

25.1		Statement of Eligibility on Form T-1 of trustee under the Indenture.

107		Filing Fee Table.

*	To be filed by amendment to the Registration Statement or incorporated by reference from documents filed or to be filed with the SEC under the Securities Exchange Act of 1934, as amended.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to the registration statement:

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (i), (ii) and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement;

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser:

(i)

Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(3), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5)

That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to the registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania on July 3, 2024.


TRIUMPH GROUP, INC.

By:		/s/ James F. McCabe, Jr.
		Name: James F. McCabe, Jr.
		Title: Senior Vice President, Chief Financial Officer

In accordance with the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Jennifer H. Allen and James F. McCabe, Jr. and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement on Form S-3 has been signed by the following persons in the capacities indicated below.


Signature		Title

/s/ Daniel J. Crowley Daniel J. Crowley		Chairman, President, Chief Executive Officer and Director (Principal Executive Officer)

/s/ James F. McCabe, Jr. James F. McCabe, Jr.		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

/s/ Kai W. Kasiguran Kai W. Kasiguran		Vice President, Controller (Principal Accounting Officer)

/s/ Neal J. Keating Neal J. Keating		Lead Independent Director

/s/ Patrick Allen Patrick Allen		Director

/s/ Paul Bourgon Paul Bourgon		Director

/s/ Cynthia M. Egnotovich Cynthia M. Egnotovich		Director

/s/ Daniel P. Garton Daniel P. Garton		Director

/s/ Barbara Humpton Barbara Humpton		Director

/s/ Courtney Mather Courtney Mather		Director

/s/ Colleen C. Repplier Colleen C. Repplier		Director

SIGNATURES

Pursuant to the requirements of the Securities Act, the co-registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Radnor, Commonwealth of Pennsylvania on July 3, 2024.

HT PARTS, L.L.C.

NU-TECH BRANDS, INC.

THE TRIUMPH GROUP OPERATIONS, INC.

TRIUMPH ACTUATION SYSTEMS – CONNECTICUT, LLC

TRIUMPH ACTUATION SYSTEMS – VALENCIA, INC.

TRIUMPH ACTUATION SYSTEMS – YAKIMA, LLC

TRIUMPH ACTUATION SYSTEMS, LLC

TRIUMPH AEROSPACE SYSTEMS GROUP, LLC

TRIUMPH AEROSTRUCTURES – TULSA, LLC

TRIUMPH AEROSTRUCTURES HOLDINGS, LLC

TRIUMPH AEROSTRUCTURES, LLC

TRIUMPH AFTERMARKET SERVICES GROUP, LLC

TRIUMPH AVIATIONS INC.

TRIUMPH BRANDS, INC.

TRIUMPH COMPOSITE SYSTEMS, INC.

TRIUMPH CONTROLS, LLC

TRIUMPH ENGINE CONTROL HOLDINGS, INC.

TRIUMPH ENGINE CONTROL SYSTEMS, LLC

TRIUMPH ENGINEERED SOLUTIONS, INC.

TRIUMPH ENGINEERING SERVICES, INC.

TRIUMPH FABRICATIONS – ORANGEBURG, INC.

TRIUMPH GEAR SYSTEMS – MACOMB, INC.

TRIUMPH GEAR SYSTEMS, INC.

TRIUMPH GROUP ACQUISITION CORP.

TRIUMPH INSTRUMENTS – BURBANK, INC.

TRIUMPH INTEGRATED AIRCRAFT INTERIORS, INC.

TRIUMPH INVESTMENT HOLDINGS, INC.

TRIUMPH STRUCTURES – KANSAS CITY, INC.

TRIUMPH STRUCTURES – WICHITA, INC.

TRIUMPH THERMAL SYSTEMS – MARYLAND, INC.

TRIUMPH THERMAL SYSTEMS, LLC

TRIUMPH TURBINE SERVICES, INC.

VAC INDUSTRIES, INC.


By:		/s/ James F. McCabe, Jr.
		Name: James F. McCabe, Jr.
		Title: Vice President & Treasurer

Pursuant to the requirements of the Securities Act, this registration statement on Form S-3 has been signed by the following persons in the capacities indicated below.


Signature		Title

/s/ Daniel J. Crowley Daniel J. Crowley		Chairman and President (Principal Executive Officer)

/s/ James F. McCabe, Jr. James F. McCabe, Jr.		Vice President & Treasurer and Director or Manager, as applicable (Principal Financial Officer and Principal Accounting Officer)

/s/ Jennifer H. Allen Jennifer H. Allen		Director or Manager, as applicable

SIGNATURES


TRIUMPH GROUP ACQUISITION HOLDINGS, INC.

By:		/s/ James F. McCabe, Jr.
		Name: James F. McCabe, Jr.
		Title: Vice President & Treasurer

Pursuant to the requirements of the Securities Act, this registration statement on Form S-3 has been signed by the following persons in the capacities indicated below.


Signature		Title

/s/ Daniel J. Crowley Daniel J. Crowley		Chairman and President and Director (Principal Executive Officer)

/s/ James F. McCabe, Jr. James F. McCabe, Jr.		Vice President & Treasurer and Director (Principal Financial Officer and Principal Accounting Officer)

/s/ Jennifer H. Allen Jennifer H. Allen		Director

SIGNATURES


TRIUMPH INSULATION SYSTEMS, LLC

By:		/s/ James F. McCabe, Jr.
		Name: James F. McCabe, Jr.
		Title: Vice President & Treasurer

Pursuant to the requirements of the Securities Act, this registration statement on Form S-3 has been signed by the following persons in the capacities indicated below.


Signature		Title

/s/ Daniel J. Crowley Daniel J. Crowley		Chairman and President (Principal Executive Officer)

/s/ James F. McCabe, Jr. James F. McCabe, Jr.		Vice President & Treasurer and Manager (Principal Financial Officer & Principal Accounting Officer)

/s/ Jennifer H. Allen Jennifer H. Allen		Manager

TRIUMPH INTEGRATED AIRCRAFT INTERIORS, INC., as sole member

/s/ James F. McCabe, Jr. James F. McCabe, Jr.		Vice President & Treasurer

EX-5.1 2 d831311dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

[Letter head of Skadden, Arps, Slate, Meagher & Flom LLP]

July 3, 2024

Triumph Group, Inc.

555 E Lancaster Avenue, Suite 400

Radnor, PA 19087

Re:

Triumph Group, Inc.

Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special United States counsel to Triumph Group, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-3 (the “Registration Statement”) to be filed on the date hereof by the Company and the Guarantors listed on Schedule I hereto (collectively, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”), of (i) shares of common stock, par value $0.001 per share of the Company (“Common Stock”), (ii) shares of preferred stock, par value $0.01 per share of the Company (“Preferred Stock”), which may be issued in one or more series, (iii) depositary receipts (the “Receipts”) representing fractional shares of Preferred Stock, which are called depositary shares (the “Depositary Shares”) and which may be issued pursuant to one or more depositary agreements (each, a “Depositary Agreement”) proposed to be entered into between the Company and one or more bank or trust companies to be named in the applicable Depositary Agreement (each, a “Bank Depositary”), (iv) debt securities of the Company (“Debt Securities”), which may be issued in one or more series under an indenture (the “Indenture”) proposed to be entered into by the Company and U.S. Bank National Association, as trustee, the form of which is filed as an exhibit to the Registration Statement, (v) warrants to purchase shares of Common Stock, shares of Preferred Stock or Debt Securities (“Warrants”), which may be issued pursuant to one or more warrant agreements (each, a “Warrant Agreement”) proposed to be entered into by the Company and one or more warrant agents to be named therein, (vi) subscription rights to purchase shares of Common Stock, shares of Preferred Stock or Debt Securities (“Subscription Rights”), which may be issued under one or more subscription rights certificates (each, a “Subscription Rights Certificate”) and/or pursuant

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July 3, 2024

Page 2

to one or more subscription rights agreements (each, a “Subscription Rights Agreement”) proposed to be entered into by the Company and one or more subscription agents to be named therein, (vii) purchase contracts (“Purchase Contracts”) obligating the holders thereof to purchase from the Company, and the Company to sell to such holders, shares of Common Stock, shares of Preferred Stock or Debt Securities at a future date or dates, which may be issued pursuant to one or more purchase contract agreements (each, a “Purchase Contract Agreement”) proposed to be entered into by the Company and one or more purchase contract agents to be named therein, (viii) units comprised of one or more securities in any combination (the “Units”),which may be issued pursuant to one or more agreements (each, a “Unit Agreement”) proposed to be entered into by the Company and one or more unit agents to be named therein and (ix) such indeterminate number of shares of Common Stock, Preferred Stock or Depositary Shares and indeterminate amount of Debt Securities as may be issued upon conversion, exchange or exercise, as applicable, of any Preferred Stock, Depositary Shares, Debt Securities, Warrants or Subscription Rights or settlement of any Purchase Contracts or Units, including such shares of Common Stock or Preferred Stock as may be issued pursuant to anti-dilution adjustments determined at the time of offering (collectively, “Indeterminate Securities”). The Registration Statement also relates to the issuance and sale from time to time by the Guarantors of guarantees of the Debt Securities (“Guarantees”) and the sale from time to time of shares of Common Stock to be sold by selling stockholders. The Common Stock, Preferred Stock, Depositary Shares, Debt Securities, Guarantees, Warrants, Subscription Rights, Purchase Contracts, Units and Indeterminate Securities are collectively referred to herein as the “Securities.”

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.

In rendering the opinions stated herein, we have examined and relied upon the following:

(a) the Registration Statement;

(b) the form of Indenture filed as an exhibit to the registration statement on Form S-3 (File No. 333-239098), which was filed on June 11, 2020 and was subsequently declared effective by the Commission on June 18, 2020;

(c) an executed copy of a certificate for each Opinion Party (as defined below) of Jennifer H. Allen, Chief Administrative Officer, Senior Vice President, General Counsel and Secretary or Vice President and Secretary, as applicable, of each Opinion Party, dated the date hereof (the “Secretary’s Certificate”);

(d) copies of each Opinion Party’s Certificate of Incorporation, Articles of Incorporation or Certificate of Formation, as applicable, certified pursuant to the Secretary’s Certificate;

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July 3, 2024

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(e) copies of each Opinion Party’s bylaws, or limited liability company agreement, as applicable, as amended and in effect as of the date hereof and certified pursuant to the Secretary’s Certificate; and

(f) copies of certain resolutions of the board of directors or board of managers, as applicable, of each Opinion Party, adopted on July 1, 2024, as applicable, certified pursuant to the Secretary’s Certificate.

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Guarantors and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company and the Guarantors and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness of all signatures, including electronic signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photocopied copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company and the Guarantors and others and of public officials, including those in the Secretary’s Certificate.

We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York and (ii) the General Corporation Law of the State of Delaware (the “DGCL”) (all of the foregoing being referred to as “Opined-on Law”).

As used herein, (i) “Opinion Parties” means the Company and each of the Guarantors listed on Schedule II hereto and “Non-Opinion Party Guarantors” means each of the Guarantors listed on Schedule III hereto and (ii) “Transaction Documents” means the Depositary Agreements, the Indenture and the supplemental indentures and officer’s certificates establishing the terms of the Debt Securities pursuant thereto, the Guarantees, the Warrant Agreements, the Subscription Rights Agreements, the Purchase Contract Agreements, the Unit Agreements and any applicable underwriting or purchase agreement.

The opinions stated in paragraphs 1 through 9 below presume that all of the following (collectively, the “general conditions”) shall have occurred prior to the issuance of the Securities referred to therein: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement or term sheet with respect to such Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable Rules and Regulations; (iii) the applicable Transaction Documents shall have been duly authorized, executed and delivered by the Company and the Guarantors party thereto and the other parties thereto, including, if such Securities are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement or purchase agreement with

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respect thereto; (iv) the Board of Directors or Board of Managers, as applicable, of the Company and the Guarantors, including any duly authorized committees thereof, shall have taken all necessary corporate action to approve the issuance and sale of such Securities and related matters and appropriate officers of the Company and the Guarantors have taken all related action as directed by or under the direction of the Board of Directors or Board of Managers, as applicable, of the Company and the Guarantors; and (v) the terms of the applicable Transaction Documents and the issuance and sale of such Securities have been duly established in conformity with the organizational documents of the Company and the Guarantors so as not to violate any applicable law, the organizational documents of the Company and the Guarantors, or result in a default under or breach of any agreement or instrument binding upon the Company or any Guarantor or their respective properties, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company or the Guarantors or their respective properties.

Based upon the foregoing and subject to the qualifications and assumptions stated herein, we are of the opinion that:

1. With respect to any shares of Common Stock offered by the Company, including any Indeterminate Securities constituting Common Stock (the “Offered Common Stock”), when (a) the general conditions shall have been satisfied, (b) if the Offered Common Stock is to be certificated, certificates in the form required under the DGCL representing the shares of Offered Common Stock are duly executed and countersigned or, if the Offered Common Stock is to be issued in uncertificated form, a resolution of the Board of Directors has duly authorized the issuance of the Offered Common Stock in uncertificated form and (c) the shares of Offered Common Stock are registered in the Company’s share registry and delivered upon payment of the agreed-upon consideration therefor, the shares of Offered Common Stock, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document, will be duly authorized by all requisite corporate action on the part of the Company under the DGCL and validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.001 per share of Common Stock.

2. With respect to the shares of any series of Preferred Stock offered by the Company, including any Indeterminate Securities constituting Preferred Stock of such series (the “Offered Preferred Stock”), when (a) the general conditions shall have been satisfied, (b) the Board of Directors of the Company, or a duly authorized committee thereof, has duly adopted a Certificate of Designations for the Offered Preferred Stock in accordance with the DGCL (the “Certificate”), (c) the filing of the Certificate with the Secretary of State of the State of Delaware has duly occurred, (d) if the Offered Preferred Stock is to be certificated, certificates in the form required under the DGCL representing the shares of Offered Preferred Stock are duly executed and countersigned or, if the Offered Preferred Stock is to be issued in uncertificated form, a resolution of the Board of Directors has duly authorized the issuance of the Offered Preferred Stock in uncertificated form and (e) the shares of Offered Preferred Stock are registered in the Company’s share registry and delivered upon payment of the agreed-upon consideration therefor, the shares of Offered Preferred Stock, when issued and sold or otherwise distributed in

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accordance with the provisions of the applicable Transaction Document, will be duly authorized by all requisite corporate action on the part of the Company under the DGCL and validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.01 per share of Preferred Stock.

3. With respect to any Depositary Shares offered by the Company, including any Indeterminate Securities constituting Depositary Shares (the “Offered Depositary Shares”), when (a) the general conditions shall have been satisfied, (b) the Preferred Stock relating to such Offered Depositary Shares has been duly authorized for issuance by the Company; (c) the Offered Depositary Shares have been duly executed, delivered, countersigned, issued and sold in accordance with the provisions of the applicable Depositary Agreement, and the Offered Depositary Shares have been delivered to the Bank Depositary for deposit in accordance with the applicable Depositary Agreement; and (d) the Receipts evidencing the Depositary Shares have been duly issued against deposit of the related shares of Preferred Stock with the Bank Depositary in accordance with the applicable Depositary Agreement, the Offered Depositary Shares evidenced by such Receipts will entitle the registered holder thereof to the rights specified in such Receipt and in the Depositary Agreement.

4. With respect to any series of Debt Securities offered by the Company, including any Indeterminate Securities constituting Debt Securities of such series (the “Offered Debt Securities”), when (a) the general conditions shall have been satisfied, (b) the indenture has already been qualified; (c) the issuance, sale and terms of the Offered Debt Securities and related matters have been approved and established in conformity with the applicable Transaction Documents and (d) the certificates evidencing the Offered Debt Securities have been issued in a form that complies with the provisions of the applicable Transaction Documents and have been duly executed and authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Documents and issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor, the Offered Debt Securities will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.

5. With respect to any Guarantee of any series of Offered Debt Securities, including any Guarantee of any Indeterminate Securities constituting Offered Debt Securities of such series (the “Offered Guarantees”), when (a) the general conditions shall have been satisfied, (b) the issuance, sale and terms of the Offered Guarantees and related matters have been approved and established in conformity with the applicable Transaction Documents, (c) certificates (if any) evidencing the Offered Guarantees and the certificates evidencing the Debt Securities guaranteed thereby have been duly executed and, if applicable, authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Documents and (d) such Debt Securities have been issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor, the Offered Guarantees will constitute valid and binding obligations of such Guarantor, enforceable against such Guarantor in accordance with their respective terms under the laws of the State of New York.

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6. With respect to any Warrants offered by the Company (the “Offered Warrants”), when (a) the general conditions shall have been satisfied, (b) the Common Stock, Preferred Stock and/or Debt Securities for which the Offered Warrants are exercisable have been duly authorized for issuance by the Company and (c) certificates evidencing the Offered Warrants have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Warrant Agreement, the Offered Warrants, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.

7. With respect to any Subscription Rights offered by the Company (the “Offered Subscription Rights”), when (a) the general conditions shall have been satisfied, (b) the Common Stock, Preferred Stock and/or Debt Securities relating to such Offered Subscription Rights have been duly authorized for issuance by the Company and (c) the Subscription Rights Certificates have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Subscription Rights Agreement, the Offered Subscription Rights, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.

8. With respect to any Purchase Contracts offered by the Company (the “Offered Purchase Contracts”), when (a) the general conditions shall have been satisfied, (b) the Common Stock, Preferred Stock and/or Debt Securities relating to such Offered Purchase Contracts have been duly authorized for issuance by the Company and (c) the Offered Purchase Contracts have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Purchase Contract Agreement, the Offered Purchase Contracts, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.

9. With respect to any Units offered by the Company (the “Offered Units”), when (a) the general conditions shall have been satisfied, (b) the Common Stock, Preferred Stock, Depositary Shares, Debt Securities or Warrants, included in such Offered Units, in any combination, have been duly authorized for issuance by the Company and (c) certificates evidencing the Offered Units have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Unit Agreement, the Offered Units, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Document upon payment of the agreed-upon consideration therefor, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.

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The opinions stated herein are subject to the following qualifications:

(a) we do not express any opinion with respect to the effect on the opinions stated herein of any bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws or governmental orders affecting creditors’ rights generally, and the opinions stated herein are limited by such laws and governmental orders and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

(b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Documents or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;

(c) except to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Documents constitutes the valid and binding obligation of each party to such Transaction Document, enforceable against such party in accordance with its terms;

(d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Document relating to any indemnification, contribution, non-reliance, exculpation, release, limitation or exclusion of remedies, waiver or other provisions that may have similar effect that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, or the extent any such provision purports to, or has the effect of, waiving or altering any statute of limitations;

(e) we do not express any opinion with respect to the enforceability of any provision of any Transaction Document to the extent that such section purports to bind any Opinion Party to the exclusive jurisdiction of any particular federal court or courts;

(f) we call to your attention that irrespective of the agreement of the parties to any Transaction Document, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Document;

(g) we have assumed that any agent of service will have accepted appointment as agent to receive service of process and call to your attention that we do not express any opinion if and to the extent such agent shall resign such appointment. Further, we do not express any opinion with respect to the irrevocability of the designation of such agent to receive service of process;

Triumph Group, Inc.

July 3, 2024

Page 8

(h) we have assumed that the choice of New York law to govern the Indenture and any supplemental indenture thereto is a valid and legal provision;

(i) we have assumed that the laws of the State of New York will be chosen to govern any Depositary Agreements, Warrant Agreements, Subscription Rights Agreements, Purchase Contract Agreements, Unit Agreements and that such choice is and will be a valid and legal provision;

(j) we have assumed that the Indenture will be duly authorized, executed and delivered by the trustee in substantially the form reviewed by us;

(k) we do not express any opinion with respect to the enforceability of any provisions contained in the Offered Guarantees or the related Transaction Documents to the extent that such provisions provide that the obligations of the Guarantors are absolute and unconditional irrespective of the enforceability or genuineness of the Indenture or the effect thereof on the opinions herein stated;

(l) we do not express any opinion with respect to the enforceability of any provisions contained in the Offered Guarantees or the related Transaction Documents to the extent that such provisions limit the obligation of the Guarantors under the Indenture, or any right of contribution of any party with respect to the Offered Guarantees; and

(m) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Document, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity and constitutionality.

In addition, in rendering the foregoing opinions we have assumed that:

(a) each Non-Opinion Party Guarantor (i) is duly incorporated or formed, as applicable, and is validly existing and in good standing, (ii) has requisite legal status and legal capacity under the laws of the jurisdiction of its organization or formation, as applicable, and (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization or formation, as applicable, in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction Documents to which such Non-Opinion Party Guarantor is a party;

(b) each Non-Opinion Party Guarantor has the limited liability company or limited partnership, as applicable, power and authority to execute, deliver and perform all its obligations under each of the Transaction Documents to which such Non-Opinion Party Guarantor is a party;

Triumph Group, Inc.

July 3, 2024

Page 9

(c) neither the execution and delivery by the Company and each Guarantor of the Transaction Documents to which the Company or such Guarantor is a party nor the performance by the Company and such Guarantor of its obligations thereunder, including the issuance and sale of the applicable Securities: (i) conflicts or will conflict with the organizational documents of the Company or any Guarantor, constitutes or will constitute a violation of, or a default under, any lease, indenture, agreement or other instrument to which the Company or any Guarantor or its property is subject, (ii) contravened or will contravene any order or decree of any governmental authority to which the Company or any Guarantor or its property is subject, or (iii) violates or will violate any law, rule or regulation to which the Company or any Guarantor or its property is subject (except that we do not make the assumption set forth in this clause (iii) with respect to the Opined-on Law); and

(d) neither the execution and delivery by the Company or any Guarantor of the Transaction Documents to which the Company or such Guarantor is a party nor the performance by the Company and such Guarantor of its obligations thereunder, including the issuance and sale of the applicable Securities, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

We hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. We also hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

MJZ

Schedule I

Guarantors


1.		HT PARTS, L.L.C.

2.		NU-TECH BRANDS, INC.

3.		THE TRIUMPH GROUP OPERATIONS, INC.

4.		TRIUMPH ACTUATION SYSTEMS - CONNECTICUT, LLC

5.		TRIUMPH ACTUATION SYSTEMS - VALENCIA, INC.

6.		TRIUMPH ACTUATION SYSTEMS - YAKIMA, LLC

7.		TRIUMPH ACTUATION SYSTEMS, LLC

8.		TRIUMPH AEROSPACE SYSTEMS GROUP, LLC

9.		TRIUMPH AEROSTRUCTURES - TULSA, LLC

10.		TRIUMPH AEROSTRUCTURES HOLDINGS, LLC

11.		TRIUMPH AEROSTRUCTURES, LLC

12.		TRIUMPH AFTERMARKET SERVICES GROUP, LLC

13.		TRIUMPH AVIATIONS INC.

14.		TRIUMPH BRANDS, INC.

15.		TRIUMPH COMPOSITE SYSTEMS, INC.

16.		TRIUMPH CONTROLS, LLC

17.		TRIUMPH ENGINE CONTROL HOLDINGS, INC.

18.		TRIUMPH ENGINE CONTROL SYSTEMS, LLC

19.		TRIUMPH ENGINEERED SOLUTIONS, INC.

20.		TRIUMPH ENGINEERING SERVICES, INC.

21.		TRIUMPH FABRICATIONS - ORANGEBURG, INC.

22.		TRIUMPH GEAR SYSTEMS - MACOMB, INC.

23.		TRIUMPH GEAR SYSTEMS, INC.

24.		TRIUMPH GROUP ACQUISITION CORP.

25.		TRIUMPH GROUP ACQUISITION HOLDINGS, INC.

26.		TRIUMPH INSTRUMENTS - BURBANK, INC.

27.		TRIUMPH INSULATION SYSTEMS, LLC

28.		TRIUMPH INTEGRATED AIRCRAFT INTERIORS, INC.

29.		TRIUMPH INVESTMENT HOLDINGS, INC.

30.		TRIUMPH STRUCTURES - KANSAS CITY, INC.

31.		TRIUMPH STRUCTURES - WICHITA, INC.

32.		TRIUMPH THERMAL SYSTEMS - MARYLAND, INC.

33.		TRIUMPH THERMAL SYSTEMS, LLC

34.		TRIUMPH TURBINE SERVICES, INC.

35.		VAC INDUSTRIES, INC.

Schedule II

Opinion Party Guarantors


1.		HT PARTS, L.L.C.

2.		NU-TECH BRANDS, INC.

3.		THE TRIUMPH GROUP OPERATIONS, INC.

4.		TRIUMPH ACTUATION SYSTEMS - CONNECTICUT, LLC

5.		TRIUMPH ACTUATION SYSTEMS - VALENCIA, INC.

6.		TRIUMPH ACTUATION SYSTEMS - YAKIMA, LLC

7.		TRIUMPH ACTUATION SYSTEMS, LLC

8.		TRIUMPH AEROSPACE SYSTEMS GROUP, LLC

9.		TRIUMPH AEROSTRUCTURES - TULSA, LLC

10.		TRIUMPH AEROSTRUCTURES HOLDINGS, LLC

11.		TRIUMPH AEROSTRUCTURES, LLC

12.		TRIUMPH AFTERMARKET SERVICES GROUP, LLC

13.		TRIUMPH BRANDS, INC.

14.		TRIUMPH COMPOSITE SYSTEMS, INC.

15.		TRIUMPH CONTROLS, LLC

16.		TRIUMPH ENGINE CONTROL HOLDINGS, INC.

17.		TRIUMPH ENGINE CONTROL SYSTEMS, LLC

18.		TRIUMPH ENGINEERED SOLUTIONS, INC.

19.		TRIUMPH ENGINEERING SERVICES, INC.

20.		TRIUMPH FABRICATIONS - ORANGEBURG, INC.

21.		TRIUMPH GEAR SYSTEMS, INC.

22.		TRIUMPH GROUP ACQUISITION CORP.

23.		TRIUMPH GROUP ACQUISITION HOLDINGS, INC.

24.		TRIUMPH INSTRUMENTS - BURBANK, INC.

25.		TRIUMPH INTEGRATED AIRCRAFT INTERIORS, INC.

26.		TRIUMPH STRUCTURES - WICHITA, INC.

27.		TRIUMPH THERMAL SYSTEMS - MARYLAND, INC.

28.		TRIUMPH THERMAL SYSTEMS, LLC

29.		TRIUMPH TURBINE SERVICES, INC.

30.		VAC INDUSTRIES, INC.

Schedule III

Non-Opinion Party Guarantors


1.		TRIUMPH AVIATIONS INC.

2.		TRIUMPH GEAR SYSTEMS - MACOMB, INC.

3.		TRIUMPH INSULATION SYSTEMS, LLC

4.		TRIUMPH INVESTMENT HOLDINGS, INC.

5.		TRIUMPH STRUCTURES - KANSAS CITY, INC.

EX-23.1 3 d831311dex231.htm EX-23.1 EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” in this Registration Statement (Form S-3) and related Prospectus of Triumph Group, Inc. for the registration of common stock, preferred stock, depositary stock, debt securities, guarantees of debt securities, warrants, subscription rights, purchase contracts and units and to the incorporation by reference therein of our reports dated May 31, 2024, with respect to the consolidated financial statements and schedule of Triumph Group, Inc., and the effectiveness of internal control over financial reporting of Triumph Group, Inc., included in its Annual Report (Form 10-K) for the year ended March 31, 2024, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Philadelphia, Pennsylvania

July 3, 2024

EX-25.1 4 d831311dex251.htm EX-25.1 EX-25.1

Exhibit 25

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY UNDER

THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐	Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2)

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

(Exact name of Trustee as specified in its charter)

91-1821036

I.R.S. Employer Identification No.

800 Nicollet Mall

Minneapolis, Minnesota

55402

(Address of principal executive offices)

(Zip Code)

Gregory P. Guim

U.S. Bank Trust Company, National Association

50 S. 16^th Street, Suite 2000

Philadelphia, PA 19102

(215) 761-9315

(Name, address and telephone number of agent for service)

Triumph Group, Inc.

(Issuer with respect to the Securities)


Delaware		51-0347963
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

899 Cassatt Road, Suite 210 Berwyn, Pennsylvania		19312
(Address of Principal Executive Offices)		(Zip Code)

Debt Securities

(Title of the Indenture Securities)

TABLE OF CO-REGISTRANTS

The following direct and indirect subsidiaries of registrant may guarantee the debt securities and are co-registrants under this registration statement.


Exact Name of Registrant as Specified in its Charter	State of Incorporation or Organization	I.R.S. Employer Identification Number
HT Parts, L.L.C.	Delaware	02-0593102

Nu-Tech Brands, Inc.	Delaware	23-2990482

The Triumph Group Operations, Inc.	Delaware	51-0347964

Triumph Actuation Systems - Connecticut, LLC	Delaware	23-2985939

Triumph Actuation Systems - Valencia, Inc.	Delaware	23-3087691

Triumph Actuation Systems - Yakima, LLC	Delaware	46-5718307

Triumph Actuation Systems, LLC	Delaware	51-0347968

Triumph Aerospace Systems Group, LLC	Delaware	20-0701219

Triumph Aerostructures - Tulsa, LLC	Delaware	36-4797012

Triumph Aerostructures Holdings, LLC	Delaware	27-2891121

Triumph Aerostructures, LLC	Delaware	27-2570489

Triumph Aftermarket Services Group, LLC	Delaware	20-0701287

Triumph Aviations Inc.	Pennsylvania	23-3101288

Triumph Brands, Inc.	Delaware	23-2974847

Triumph Composite Systems, Inc.	Delaware	55-0803321

Triumph Controls, LLC	Delaware	23-2831481

Triumph Engine Control Holdings, Inc.	Delaware	46-2717921

Triumph Engine Control Systems, LLC	Delaware	46-1826747

Triumph Engineered Solutions, Inc.	Delaware	13-3869941

Triumph Engineering Services, Inc.	Delaware	23-3086299

Triumph Fabrications - Orangeburg, Inc.	Illinois	37-1291831

Triumph Gear Systems - Macomb, Inc.	Michigan	38-2180514

Triumph Gear Systems, Inc.	Delaware	54-1840009

Triumph Group Acquisition Corp.	Delaware	23-2974848

Triumph Group Acquisition Holdings, Inc.	Delaware	23-3075463

Triumph Instruments - Burbank, Inc.	Delaware	20-8646590

Triumph Insulation Systems, LLC	Nevada	88-0351614

Triumph Integrated Aircraft Interiors, Inc.	Delaware	20-8646648

Triumph Investment Holdings, Inc.	Nevada	26-3094119

Triumph Structures - Kansas City, Inc.	Missouri	43-0996699

Triumph Structures - Wichita, Inc.	Delaware	20-4449110

Triumph Thermal Systems - Maryland, Inc.	Delaware	52-1887708

Triumph Thermal Systems, LLC	Delaware	05-0567797

Triumph Turbine Services, Inc.	Delaware	23-3072034

VAC Industries, Inc.	Delaware	52-1784782

FORM T-1

Item 1.

GENERAL INFORMATION. Furnish the following information as to the Trustee.

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Washington, D.C.

Whether it is authorized to exercise corporate trust powers.

Yes

Item 2.

AFFILIATIONS WITH THE OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation.

None

Items 3-15

Items 3-15 are not applicable because to the best of the Trustee’s knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee.

Item 16.

LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification.

A copy of the Articles of Association of the Trustee, attached as Exhibit 1.

A copy of the certificate of authority of the Trustee to commence business, attached as Exhibit 2.

A copy of the authorization of the Trustee to exercise corporate trust powers, included as Exhibit 2.

A copy of the existing bylaws of the Trustee, attached as Exhibit 4.

A copy of each Indenture referred to in Item 4. Not applicable.

The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6.

Report of Condition of the Trustee as of March 31, 2024, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Philadelphia, State of Pennsylvania, on the 3rd of July, 2024.


By:		/s/ Gregory P. Guim
		Gregory P. Guim
		Vice President

Exhibit 1

ARTICLES OF ASSOCIATION

U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

For the purpose of organizing an association (the “Association”) to perform any lawful activities of national banks, the undersigned enter into the following Articles of Association:

FIRST. The title of this Association shall be U. S. Bank Trust Company, National Association.

SECOND. The main office of the Association shall be in the city of Portland, county of Multnomah, state of Oregon. The business of the Association will be limited to fiduciary powers and the support of activities incidental to the exercise of those powers. The Association may not expand or alter its business beyond that stated in this article without the prior approval of the Comptroller of the Currency.

THIRD. The board of directors of the Association shall consist of not less than five nor more than twenty-five persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full board of directors or by resolution of a majority of the shareholders at any annual or special meeting thereof. Each director shall own common or preferred stock of the Association or of a holding company owning the Association, with an aggregate par, fair market, or equity value of not less than $1,000, as of either (i) the date of purchase, (ii) the date the person became a director, or (iii) the date of that person’s most recent election to the board of directors, whichever is more recent. Any combination of common or preferred stock of the Association or holding company may be used.

Any vacancy in the board of directors may be filled by action of a majority of the remaining directors between meetings of shareholders. The board of directors may increase the number of directors up to the maximum permitted by law. Terms of directors, including directors selected to fill vacancies, shall expire at the next regular meeting of shareholders at which directors are elected, unless the directors resign or are removed from office. Despite the expiration of a director’s term, the director shall continue to serve until his or her successor is elected and qualified or until there is a decrease in the number of directors and his or her position is eliminated.

Honorary or advisory members of the board of directors, without voting power or power of final decision in matters concerning the business of the Association, may be appointed by resolution of a majority of the full board of directors, or by resolution of shareholders at any annual or special meeting. Honorary or advisory directors shall not be counted to determined the number of directors of the Association or the presence of a quorum in connection with any board action, and shall not be required to own qualifying shares.

FOURTH. There shall be an annual meeting of the shareholders to elect directors and transact whatever other business may be brought before the meeting. It shall be held at the main office or any other convenient place the board of directors may designate, on the day of each year specified therefor in the Bylaws, or if that day falls on a legal holiday in the state in which the


		- 1 -		80000-383/060297/XBB02E85

Association is located, on the next following banking day. If no election is held on the day fixed or in the event of a legal holiday on the following banking day, an election may be held on any subsequent day within 60 days of the day fixed, to be designated by the board of directors, or, if the directors fail to fix the day, by shareholders representing two-thirds of the shares issued and outstanding. In all cases, at least 10 days’ advance notice of the meeting shall be given to the shareholders by first-class mail.

In all elections of directors, the number of votes each common shareholder may cast will be determined by multiplying the number of shares he or she owns by the number of directors to be elected. Those votes may be cumulated and cast for a single candidate or may be distributed among two or more candidates in the manner selected by the shareholder. On all other questions, each common shareholder shall be entitled to one vote for each share of stock held by him or her.

A director may resign at any time by delivering written notice to the board of directors, its chairperson, or to the Association, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by the shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the purposes is to remove him or her is provided, if there is a failure to fulfill one of the affirmative requirements for qualification, or for cause; provided, however, that a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal.

FIFTH. The authorized amount of capital stock of the Association shall be 1,000,000 shares of common stock of the par value of ten dollars ($10) each; but said capital stock may be increased or decreased from time to time, according to the provisions of the laws of the United States. The Association shall have only one class of capital stock.

No holder of shares of the capital stock of any class of the Association shall have any preemptive or preferential right of subscription to any shares of any class of stock of the Association, whether now or hereafter authorized, or to any obligations convertible into stock of the Association, issued, or sold, nor any right of subscription to any thereof other than such, if any, as the board of directors, in its discretion, may from time to time determine and at such price as the board of directors may from time to time fix.

Transfers of the Association’s stock are subject to the prior written approval of a federal depository institution regulatory agency. If no other agency approval is required, the approval of the Comptroller of the Currency must be obtained prior to any such transfers.

Unless otherwise specified in the Articles of Association or required by law, (1) all matters requiring shareholder action, including amendments to the Articles of Association must be approved by shareholders owning a majority voting interest in the outstanding voting stock, and (2) each shareholder shall be entitled to one vote per share.


		- 2 -		80000-383/060297/XBB02B85

Unless otherwise specified in the Articles of Association or required by law, all shares of voting stock shall be voted together as a class, on any matters requiring shareholder approval.

Unless otherwise provided in the Bylaws, the record date for determining shareholders entitled to notice of and to vote at any meeting is the close of business on the day before the first notice is mailed or otherwise sent to the shareholders, provided that in no event may a record date be more than 70 days before the meeting.

The Association, at any time and from time to time, may authorize and issue debt obligations, whether subordinated, without the approval of the shareholders. Obligations classified as debt, whether subordinated, which may be issued by the Association without the approval of shareholders, do not carry voting rights on any issue, including an increase or decrease in the aggregate number of the securities, or the exchange or reclassification of all or part of securities into securities of another class or series.

SIXTH. The board of directors shall appoint one of its members president of this Association and one of its members chairperson of the board and shall have the power to appoint one or more vice presidents, a secretary who shall keep minutes of the directors’ and shareholders’ meetings and be responsible for authenticating the records of the Association, and such other officers and employees as may be required to transact the business of this Association. A duly appointed officer may appoint one or more officers or assistant officers if authorized by the board of directors in accordance with the Bylaws.

The board of directors shall have the power to:

(1)	Define the duties of the officers, employees, and agents of the Association.

(2)	Delegate the performance of its duties, but not the responsibility for its duties, to the officers, employees, and agents of the Association.

(3)	Fix the compensation and enter employment contracts with its officers and employees upon reasonable terms and conditions consistent with applicable law.

(4)	Dismiss officers and employees.

(5)	Require bonds from officers and employees and to fix the penalty thereof.

(6)	Ratify written policies authorized by the Association’s management or committees of the board.

(7)

Regulate the manner any increase or decrease of the capital of the Association shall be made; provided that nothing herein shall restrict the power of shareholders to increase or decrease the capital of the Association in accordance with law, and nothing shall raise or lower from two-thirds the percentage required for shareholder approval to increase or reduce the capital.


		- 3 -		80000-383/060297/XBB02E85

(8)	Manage and administer the business and affairs of the Association.

(9)	Adopt initial Bylaws, not inconsistent with law or the Articles of Association, for managing the business and regulating the affairs of the Association.

(10)	Amend or repeal Bylaws, except to the extent that the Articles of Association reserve this power in whole or in part to the shareholders.

(11)	Make contracts.

(12)	Generally perform all acts that are legal for a board of directors to perform.

SEVENTH. The board of directors shall have the power to change the location of the main office to any authorized branch within the limits of the city of Portland, Oregon, without the approval of the shareholders, or with a vote of shareholders owning two-thirds of the stock of the Association for a location outside such limits and upon receipt of a certificate of approval from the Comptroller of the Currency, to any other location within or outside the limits of the city of Portland, Oregon, but not more than thirty miles beyond such limits. The board of directors shall have the power to establish or change the location of any office or offices of the Association to any other location permitted under applicable law, without approval of shareholders, subject to approval by the Comptroller of the Currency.

EIGHTH. The corporate existence of this Association shall continue until termination according to the laws of the United States.

NINTH. The board of directors of the Association, or any shareholder owning, in the aggregate, not less than 25 percent of the stock of the Association, may call a special meeting of shareholders at any time. Unless otherwise provided by the Bylaws or the laws of the United States, or waived by shareholders, a notice of the time, place, and purpose of every annual and special meeting of the shareholders shall be given by first-class mail, postage prepaid, mailed at least 10, and no more than 60, days prior to the date of the meeting to each shareholder of record at his/her address as shown upon the books of the Association. Unless otherwise provided by the Bylaws, any action requiring approval of shareholders must be effected at a duly called annual or special meeting.

TENTH. These Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the stock of the Association, unless the vote of the holders of a greater amount of stock is required by law, and in that case by the vote of the holders of such greater amount; provided, that the scope of the Association’s activities and services may not be expanded without the prior written approval of the Comptroller of the Currency. The Association’s board of directors may propose one or more amendments to the Articles of Association for submission to the shareholders.


		- 4 -		80000-383/06fY297/XBBfY2E85

In witness whereof, we have hereunto set our hands this 11^th of June, 1997.

/s/ Jeffrey T. Grubb

Jeffrey T. Grubb

/s/ Robert D. Sznewajs

Robert D. Sznewajs

/s/ Dwight V. Board

Dwight V. Board

/s/ P. K. Chatterjee

P. K. Chatterjee

/s/ Robert Lane

Robert Lane

Exhibit 2


		Office of the Comptroller of the Currency
		Washington, DC 20219

CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS

I, Michael J. Hsu, Acting Comptroller of the Currency, do hereby certify that:

1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq, as amended, and 12 USC 1, et seq, as amended, has possession, custody, and control of all records pertaining to the chartering, regulation, and supervision of all national banking associations.

2. “U.S. Bank Trust Company, National Association,” Portland, Oregon (Charter No. 23412), is a national banking association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise fiduciary powers on the date of this certificate.

IN TESTIMONY WHEREOF, today, December 13, 2023, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the U.S. Department of the Treasury, in the City of Washington, District of Columbia.



		Acting Comptroller of the Currency

2024-00286-C

Exhibit 4

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION

AMENDED AND RESTATED BYLAWS

ARTICLE I

Meetings of Shareholders

Section 1.1. Annual Meeting. The annual meeting of the shareholders, for the election of directors and the transaction of any other proper business, shall be held at a time and place as the Chairman or President may designate. Notice of such meeting shall be given not less than ten (10) days or more than sixty (60) days prior to the date thereof, to each shareholder of the Association, unless the Office of the Comptroller of the Currency (the “OCC”) determines that an emergency circumstance exists. In accordance with applicable law, the sole shareholder of the Association is permitted to waive notice of the meeting. If, for any reason, an election of directors is not made on the designated day, the election shall be held on some subsequent day, as soon thereafter as practicable, with prior notice thereof. Failure to hold an annual meeting as required by these Bylaws shall not affect the validity of any corporate action or work a forfeiture or dissolution of the Association.

Section 1.2. Special Meetings. Except as otherwise specially provided by law, special meetings of the shareholders may be called for any purpose, at any time by a majority of the board of directors (the “Board”), or by any shareholder or group of shareholders owning at least ten percent of the outstanding stock. Every such special meeting, unless otherwise provided by law, shall be called upon not less than ten (10) days nor more than sixty (60) days prior notice stating the purpose of the meeting.

Section 1.3. Nominations for Directors. Nominations for election to the Board may be made by the Board or by any shareholder.

Section 1.4. Proxies. Shareholders may vote at any meeting of the shareholders by proxies duly authorized in writing. Proxies shall be valid only for one meeting and any adjournments of such meeting and shall be filed with the records of the meeting.

Section 1.5. Record Date. The record date for determining shareholders entitled to notice and to vote at any meeting will be thirty days before the date of such meeting, unless otherwise determined by the Board.

Section 1.6. Quorum and Voting. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law, but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.

Section 1.7. Inspectors. The Board may, and in the event of its failure so to do, the Chairman of the Board may appoint Inspectors of Election who shall determine the presence of quorum, the validity of proxies, and the results of all elections and all other matters voted upon by shareholders at all annual and special meetings of shareholders.

Section 1.8. Waiver and Consent. The shareholders may act without notice or a meeting by a unanimous written consent by all shareholders.

Section 1.9. Remote Meetings. The Board shall have the right to determine that a shareholder meeting not be held at a place, but instead be held solely by means of remote communication in the manner and to the extent permitted by the General Corporation Law of the State of Delaware.

ARTICLE II

Directors

Section 2.1. Board of Directors. The Board shall have the power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by the Board.

Section 2.2. Term of Office. The directors of this Association shall hold office for one year and until their successors are duly elected and qualified, or until their earlier resignation or removal.

Section 2.3. Powers. In addition to the foregoing, the Board shall have and may exercise all of the powers granted to or conferred upon it by the Articles of Association, the Bylaws and by law.

Section 2.4. Number. As provided in the Articles of Association, the Board of this Association shall consist of no less than five nor more than twenty-five members, unless the OCC has exempted the Association from the twenty-five- member limit. The Board shall consist of a number of members to be fixed and determined from time to time by resolution of the Board or the shareholders at any meeting thereof, in accordance with the Articles of Association. Between meetings of the shareholders held for the purpose of electing directors, the Board

by a majority vote of the full Board may increase the size of the Board but not to more than a total of twenty-five directors, and fill any vacancy so created in the Board; provided that the Board may increase the number of directors only by up to two directors, when the number of directors last elected by shareholders was fifteen or fewer, and by up to four directors, when the number of directors last elected by shareholders was sixteen or more. Each director shall own a qualifying equity interest in the Association or a company that has control of the Association in each case as required by applicable law. Each director shall own such qualifying equity interest in his or her own right and meet any minimum threshold ownership required by applicable law.

Section 2.5. Organization Meeting. The newly elected Board shall meet for the purpose of organizing the new Board and electing and appointing such officers of the Association as may be appropriate. Such meeting shall be held on the day of the election or as soon thereafter as practicable, and, in any event, within thirty days thereafter, at such time and place as the Chairman or President may designate. If, at the time fixed for such meeting, there shall not be a quorum present, the directors present may adjourn the meeting until a quorum is obtained.

Section 2.6. Regular Meetings. The regular meetings of the Board shall be held, without notice, as the Chairman or President may designate and deem suitable.

Section 2.7. Special Meetings. Special meetings of the Board may be called at any time, at any place and for any purpose by the Chairman of the Board or the President of the Association, or upon the request of a majority of the entire Board. Notice of every special meeting of the Board shall be given to the directors at their usual places of business, or at such other addresses as shall have been furnished by them for the purpose. Such notice shall be given at least twelve hours (three hours if meeting is to be conducted by conference telephone) before the meeting by telephone or by being personally delivered, mailed, or electronically delivered. Such notice need not include a statement of the business to be transacted at, or the purpose of, any such meeting.

Section 2.8. Quorum and Necessary Vote. A majority of the directors shall constitute a quorum at any meeting of the Board, except when otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held as adjourned without further notice. Unless otherwise provided by law or the Articles or Bylaws of this Association, once a quorum is established, any act by a majority of those directors present and voting shall be the act of the Board.

Section 2.9. Written Consent. Except as otherwise required by applicable laws and regulations, the Board may act without a meeting by a unanimous written consent by all directors, to be filed with the Secretary of the Association as part of the corporate records.

Section 2.10. Remote Meetings. Members of the Board, or of any committee thereof, may participate in a meeting of such Board or committee by means of conference telephone, video or similar communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.

Section 2.11. Vacancies. When any vacancy occurs among the directors, the remaining members of the Board may appoint a director to fill such vacancy at any regular meeting of the Board, or at a special meeting called for that purpose.

ARTICLE III

Committees

Section 3.1. Advisory Board of Directors. The Board may appoint persons, who need not be directors, to serve as advisory directors on an advisory board of directors established with respect to the business affairs of either this Association alone or the business affairs of a group of affiliated organizations of which this Association is one. Advisory directors shall have such powers and duties as may be determined by the Board, provided, that the Board’s responsibility for the business and affairs of this Association shall in no respect be delegated or diminished.

Section 3.2. Trust Audit Committee. At least once during each calendar year, the Association shall arrange for a suitable audit (by internal or external auditors) of all significant fiduciary activities under the direction of its trust audit committee, a function that will be fulfilled by the Audit Committee of the financial holding company that is the ultimate parent of this Association. The Association shall note the results of the audit (including significant actions taken as a result of the audit) in the minutes of the Board. In lieu of annual audits, the Association may adopt a continuous audit system in accordance with 12 C.F.R. § 9.9(b).

The Audit Committee of the financial holding company that is the ultimate parent of this Association, fulfilling the function of the trust audit committee:

(1) Must not include any officers of the Association or an affiliate who participate significantly in the administration of the Association’s fiduciary activities; and

(2) Must consist of a majority of members who are not also members of any committee to which the Board has delegated power to manage and control the fiduciary activities of the Association.

Section 3.3. Executive Committee. The Board may appoint an Executive Committee which shall consist of at least three directors and which shall have, and may exercise, to the extent permitted by applicable law, all the powers of the Board between meetings of the Board or otherwise when the Board is not meeting.

Section 3.4. Trust Management Committee. The Board of this Association shall appoint a Trust Management Committee to provide oversight of the fiduciary activities of the Association. The Trust Management Committee shall determine policies governing fiduciary activities. The Trust Management Committee or such sub-committees, officers or others as may be duly designated by the Trust Management Committee shall oversee the processes related to fiduciary activities to assure conformity with fiduciary policies it establishes, including ratifying the acceptance and the closing out or relinquishment of all trusts. The Trust Management Committee will provide regular reports of its activities to the Board.

Section 3.5. Other Committees. The Board may appoint, from time to time, committees of one or more persons who need not be directors, for such purposes and with such powers as the Board may determine; however, the Board will not delegate to any committee any powers or responsibilities that it is prohibited from delegating under any law or regulation. In addition, either the Chairman or the President may appoint, from time to time, committees of one or more officers, employees, agents or other persons, for such purposes and with such powers as either the Chairman or the President deems appropriate and proper. Whether appointed by the Board, the Chairman, or the President, any such committee shall at all times be subject to the direction and control of the Board.

Section 3.6. Meetings, Minutes and Rules. An advisory board of directors and/or committee shall meet as necessary in consideration of the purpose of the advisory board of directors or committee, and shall maintain minutes in sufficient detail to indicate actions taken or recommendations made; unless required by the members, discussions, votes or other specific details need not be reported. An advisory board of directors or a committee may, in consideration of its purpose, adopt its own rules for the exercise of any of its functions or authority.

ARTICLE IV

Officers

Section 4.1. Chairman of the Board. The Board may appoint one of its members to be Chairman of the Board to serve at the pleasure of the Board. The Chairman shall supervise the carrying out of the policies adopted or approved by the Board; shall have general executive powers, as well as the specific powers conferred by these Bylaws; and shall also have and may exercise such powers and duties as from time to time may be conferred upon or assigned by the Board.

Section 4.2. President. The Board may appoint one of its members to be President of the Association. In the absence of the Chairman, the President shall preside at any meeting of the Board. The President shall have general executive powers, and shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the office of President, or imposed by these Bylaws. The President shall also have and may exercise such powers and duties as from time to time may be conferred or assigned by the Board.

Section 4.3. Vice President. The Board may appoint one or more Vice Presidents who shall have such powers and duties as may be assigned by the Board and to perform the duties of the President on those occasions when the President is absent, including presiding at any meeting of the Board in the absence of both the Chairman and President.

Section 4.4. Secretary. The Board shall appoint a Secretary, or other designated officer who shall be Secretary of the Board and of the Association, and shall keep accurate minutes of all meetings. The Secretary shall attend to the giving of all notices required by these Bylaws to be given; shall be custodian of the corporate seal, records, documents and papers of the Association; shall provide for the keeping of proper records of all transactions of the Association; shall, upon request, authenticate any records of the Association; shall have and may exercise any and all other powers and duties pertaining by law, regulation or practice, to the Secretary, or imposed by these Bylaws; and shall also perform such other duties as may be assigned from time to time by the Board. The Board may appoint one or more Assistant Secretaries with such powers and duties as the Board, the President or the Secretary shall from time to time determine.

Section 4.5. Other Officers. The Board may appoint, and may authorize the Chairman, the President or any other officer to appoint, any officer as from time to time may appear to the Board, the Chairman, the President or such other officer to be required or desirable to transact the business of the Association. Such officers shall exercise such powers and perform such duties as pertain to their several offices, or as may be conferred upon or assigned to them by these Bylaws, the Board, the Chairman, the President or such other authorized officer. Any person may hold two offices.

Section 4.6. Tenure of Office. The Chairman or the President and all other officers shall hold office until their respective successors are elected and qualified or until their earlier death, resignation, retirement, disqualification or removal from office, subject to the right of the Board or authorized officer to discharge any officer at any time.

ARTICLE V

Stock

Section 5.1. The Board may authorize the issuance of stock either in certificated or in uncertificated form. Certificates for shares of stock shall be in such form as the Board may from time to time prescribe. If the Board issues certificated stock, the certificate shall be signed by the President, Secretary or any other such officer as the Board so determines. Shares of stock shall be transferable on the books of the Association, and a transfer book shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to such person’s shares, succeed to all rights of the prior holder of such shares. Each certificate of stock shall recite on its face that the stock represented thereby is transferable only upon the books of the Association properly endorsed. The Board may impose conditions upon the transfer of the stock reasonably calculated to simplify the work of the Association for stock transfers, voting at shareholder meetings, and related matters, and to protect it against fraudulent transfers.

ARTICLE VI

Corporate Seal

Section 6.1. The Association shall have no corporate seal; provided, however, that if the use of a seal is required by, or is otherwise convenient or advisable pursuant to, the laws or regulations of any jurisdiction, the following seal may be used, and the Chairman, the President, the Secretary and any Assistant Secretary shall have the authority to affix such seal:

ARTICLE VII

Miscellaneous Provisions

Section 7.1. Execution of Instruments. All agreements, checks, drafts, orders, indentures, notes, mortgages, deeds, conveyances, transfers, endorsements, assignments, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, guarantees, proxies and other instruments or documents may be signed, countersigned, executed, acknowledged, endorsed, verified, delivered or accepted on behalf of the Association, whether in a fiduciary capacity or otherwise, by any officer of the Association, or such employee or agent as may be designated from time to time by the Board by resolution, or by the Chairman or the President by written instrument, which resolution or instrument shall be certified as in effect by the Secretary or an Assistant Secretary of the Association. The provisions of this section are supplementary to any other provision of the Articles of Association or Bylaws.

Section 7.2. Records. The Articles of Association, the Bylaws as revised or amended from time to time and the proceedings of all meetings of the shareholders, the Board, and standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary, or other officer appointed to act as Secretary of the meeting.

Section 7.3. Trust Files. There shall be maintained in the Association files all fiduciary records necessary to assure that its fiduciary responsibilities have been properly undertaken and discharged.

Section 7.4. Trust Investments. Funds held in a fiduciary capacity shall be invested according to the instrument establishing the fiduciary relationship and according to law. Where such instrument does not specify the character and class of investments to be made and does not vest in the Association a discretion in the matter, funds held pursuant to such instrument shall be invested in investments in which corporate fiduciaries may invest under law.

Section 7.5. Notice. Whenever notice is required by the Articles of Association, the Bylaws or law, such notice shall be by mail, postage prepaid, e- mail, in person, or by any other means by which such notice can reasonably be expected to be received, using the address of the person to receive such notice, or such other personal data, as may appear on the records of the Association. Except where specified otherwise in these Bylaws, prior notice shall be proper if given not more than 30 days nor less than 10 days prior to the event for which notice is given.

ARTICLE VIII

Indemnification

Section 8.1. The Association shall indemnify such persons for such liabilities in such manner under such circumstances and to such extent as permitted by Section 145 of the Delaware General Corporation Law, as now enacted or hereafter amended. The Board may authorize the purchase and maintenance of insurance and/or the execution of individual agreements for the purpose of such indemnification, and the Association shall advance all reasonable costs and expenses (including attorneys’ fees) incurred in defending any action, suit or proceeding to all persons entitled to indemnification under this Section 8.1. Such insurance shall be consistent with the requirements of 12 C.F.R. § 7.2014 and shall exclude coverage of liability for a formal order assessing civil money penalties against an institution-affiliated party, as defined at 12 U.S.C. § 1813(u).

Section 8.2. Notwithstanding Section 8.1, however, (a) any indemnification payments to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), for an administrative proceeding or civil action initiated by a federal banking agency, shall be reasonable and consistent with the requirements of 12 U.S.C. § 1828(k) and the implementing regulations thereunder; and (b) any indemnification payments and advancement of costs and expenses to an institution-affiliated party, as defined at 12 U.S.C. § 1813(u), in cases involving an administrative proceeding or civil action not initiated by a federal banking agency, shall be in accordance with Delaware General Corporation Law and consistent with safe and sound banking practices.

ARTICLE IX

Bylaws: Interpretation and Amendment

Section 9.1. These Bylaws shall be interpreted in accordance with and subject to appropriate provisions of law, and may be added to, altered, amended, or repealed, at any regular or special meeting of the Board.

Section 9.2. A copy of the Bylaws and all amendments shall at all times be kept in a convenient place at the principal office of the Association, and shall be open for inspection to all shareholders during Association hours.

ARTICLE X

Miscellaneous Provisions

Section 10.1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January in each year and shall end on the thirty-first day of December following.

Section 10.2. Governing Law. This Association designates the Delaware General Corporation Law, as amended from time to time, as the governing law for its corporate governance procedures, to the extent not inconsistent with Federal banking statutes and regulations or bank safety and soundness.

***

(February 8, 2021)

Exhibit 6

CONSENT

In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Dated: July 3, 2024


By:		/s/ Gregory P. Guim
		Gregory P. Guim
		Vice President

Exhibit 7

U.S. Bank Trust Company, National Association

Statement of Financial Condition

as of 3/31/2024

($000’s)


	3/31/2024
Assets
Cash and Balances Due From Depository Institutions	$	1,429,213
Securities		4,389
Federal Funds		0
Loans & Lease Financing Receivables		0
Fixed Assets		1,270
Intangible Assets		577,915
Other Assets		161,425

Total Assets	$	2,174,212
Liabilities
Deposits	$	0
Fed Funds		0
Treasury Demand Notes		0
Trading Liabilities		0
Other Borrowed Money		0
Acceptances		0
Subordinated Notes and Debentures		0
Other Liabilities		361,240

Total Liabilities	$	361,240
Equity
Common and Preferred Stock		200
Surplus		1,171,635
Undivided Profits		641,137
Minority Interest in Subsidiaries		0

Total Equity Capital	$	1,812,972
Total Liabilities and Equity Capital	$	2,174,212

EX-FILING FEES 5 d831311dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

From S-3

(Form Type)

Triumph Group, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities and Carry Forward Securities

Newly Registered Securities



	Security Type	Security Class Title (1)	Fee Calculation Rule	Amount Registered (2)	Proposed Maximum Offering Price Per Share (2)	Maximum Aggregate Offering Price (2)	Fee Rate	Amount of Registration Fee

Fees to Be Paid	Equity	Common Stock, par value $0.001 per share	457(r)	—
	Equity	Preferred Stock, par value $0.01 per share	457(r)	—	—	—	—	—
	Equity	Depository Shares	457(r)	—	—	—	—	—
	Debt	Debt Securities	457(r)	—	—	—	—	—
	Debt	Guarantees of Debt Securities	457(r)	—	—	—	—	—
	Other	Warrants	457(r)	—	—	—	—	—
	Other	Subscription Rights	457(r)	—	—	—	—	—
	Other	Purchase Contracts	457(r)	—	—	—	—	—
	Other	Units	457(r)	—	—	—	—	—

Fees Previously Paid	—	—	—	—	—	—	—	—

	Total Offering Amounts							—

	Total Fees Previously Paid							—

	Total Fee Offsets							$42,615.50(3)

	Net Fee Due							—

Carry Forward Securities

N/A

Table 2: Fee Offset Claims and Sources

Registrant

or File

Name

Form

Filing

Type

File

Number

Initial

Filing

Date

Filing

Date

Fee

Offset

Claim

Security

Type

Associated

with Fee

Offset

Claimed

Security

Title

Associated

with Fee

Offset

Claimed

Unsold

Securities

Associated

with Fee

Offset

Claimed

Unsold

Aggregate

Offering

Amount

with Fee

Offset

Fee

Paid

with

Fee

Offset

Source

Fee Offset Claims

Triumph
Group,
Inc.

S-3

333-239098

June 11,
2020

$42,615.50(3)

Unallocated

(Universal)

Shelf

$284,547,507

Fee Offset Sources

Triumph
Group,
Inc.

S-3

333-239098

June 18,
2020

$42,615.50(3)

(1)	Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder.

(2)

Omitted pursuant to Form S-3 General Instruction II.E. The Registrant is registering an indeterminate aggregate principal amount and number of securities of each identified class of securities, which may be offered from time to time in unspecified numbers and at indeterminate prices, and as may be issued upon conversion, redemption, repurchase, exchange or exercise of any securities registered hereunder, including under any applicable anti-dilution provisions.

(3)

Calculated in accordance with Rule 457(b) and Rule 457(r) under the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to Rule 457(p) under the Securities Act, the Registrant hereby offsets the registration fee due in connection with this filing against the $42,615.50 remaining balance from the initial $77,880 registration fee associated with $600,000,000 of unsold securities from our prior registration statement (File No. 333-239098), which was filed with the Securities and Exchange Commission on June 11, 2020 and was subsequently declared effective by the Securities and Exchange Commission on June 18, 2020, which was subsequently carried forward to our prior registration statement (File No. 333-251429) which was filed with the Securities and Exchange Commission and automatically effective on December 17, 2020, under which $284,547,507 of unsold securities remained.

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