TRIUMPH ALERTS WARRANT HOLDERS TO POSSIBLE EARLY EXPIRATION DATE

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Mar 02, 2023, 07:00 ET

WARRANT HOLDERS WHO WISH TO EXERCISE WILL NEED TO EXECUTE BEFORE EXPIRATION DATE

BERWYN, Pa., March 2, 2023 /PRNewswire/ -- On December 19, 2022, Triumph Group, Inc. ("TRIUMPH") (NYSE:TGI) issued warrants (the "Warrants") to all holders of TRIUMPH common stock ("Common Stock") as of December 12, 2022. Pursuant to a warrant agreement dated December 19, 2022 (the "Warrant Agreement"), each Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $12.35 which may be paid in cash and, in some instances, some of TRIUMPH's outstanding notes (the "Designated Notes"). The Warrants trade over the counter under ticker symbol TGIDW (OTCQX:TGIDW).

As of the close of market on March 1, 2023, the daily volume weighted average price ("VWAP") of TRIUMPH's Common Stock has exceeded the $12.35 exercise price for 15 of the last 16 consecutive trading days. Under the terms of the Warrant Agreement, the expiration of the Warrants will automatically accelerate when the daily VWAP of TRIUMPH's Common Stock is at or above $12.35 for any 20 (whether or not consecutive) of any 30 consecutive trading days (the last day of such period, the "Price Condition Date") to the fifth business day following the Price Condition Date unless TRIUMPH specifies a later Expiration Date.

Assuming the TRIUMPH's Common Stock price stays above $12.35 for the next five trading days and no adjustment to the expiration date, the following would be the important dates that warrant holders should be mindful of under the Warrant Agreement:

Price Condition Date: March 8, 2023
Over-Exercise Option Termination Date: 5:00 pm ET on March 8, 2023
Exercise with Designated Notes End Date: 5:00 pm ET on March 8, 2023
Oversubscription Period Start Date: March 9, 2023
Last Day to Exercise Oversubscription: March 15, 2023
Warrant Expiration Date: March 15, 2023

TRIUMPH encourages Warrant holders to contact their brokers as soon as possible to understand the actions they need to take and the lead time necessary should they wish to exercise or sell their Warrants before they potentially expire. Warrant holders who intend to exercise their Warrants should allow sufficient time for completion of the exercise procedures as well as any actions they need to take with their broker. Policies and procedures may differ from broker to broker. The Warrants will have no value after the expiration date, which may be as early as March 15, 2023. Pursuant to the Warrant Agreement, the ability for Warrant holders to exercise their Warrants with Designated Notes and exercise the Over-Exercise Option may end as early as March 8, 2023.

TRIUMPH does not make any recommendations as to whether a Warrant holder should or should not exercise their Warrants or how a Warrant holder should exercise. Warrant holders are urged to carefully evaluate all of the information in the Warrant Agreement, consult their investment and tax advisors and make their own decisions about whether and how to exercise or sell their Warrants. Warrant holders should read the Warrant Agreement filed as Exhibit 4.1 on Form 8-K with the Securities and Exchange Commission (the "SEC") on December 20, 2022, as it contains important information about the terms of the Warrants. For additional information about the exercise process, including the steps to be taken prior to any of the above deadlines, please contact the warrant agent, Computershare Trust Company, N.A., at +1 (866) 625 6031 or +1 (732) 645 4989 and call your broker.

There can be no assurance as to the trading price of the TRIUMPH's Common Stock, and Warrant holders are encouraged to monitor the expiration date and other deadlines relating to their Warrants. TRIUMPH intends to issue a press release upon achievement of the Price Condition Date, which will include the applicable Warrant expiration date.

About TRIUMPH

TRIUMPH, headquartered in Berwyn, Pennsylvania, designs, engineers, manufactures, repairs, and overhauls a broad portfolio of aerospace and defense systems, subsystems and components and structures. The company serves the global aviation industry, including original equipment manufacturers and the full spectrum of military and commercial aircraft operators.

More information about TRIUMPH can be found on the company's website at www.triumphgroup.com. The website also includes a Q&A about the Warrants and is available at https://s23.q4cdn.com/323685665/files/doc_downloads/2023/03/TGI-Warrant-Distribution-Q-A-v3-1-23.pdf.

No Offer or Solicitation

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A Form 8-A registration statement was filed on December 15, 2022, with the SEC and is available on the SEC's website located at http://www.sec.gov. A prospectus supplement describing the terms of the Warrants and the underlying shares of Common Stock was filed on December 20, 2022, with the SEC and is available on the SEC's website located at http://www.sec.gov. Holders of TRIUMPH's Common Stock should read the prospectus supplement carefully, including the Risk Factors section included and incorporated by reference therein.

Forward Looking Statements

Statements in this press release which are not historical facts are forward-looking statements under the provisions of the Private Securities Litigation Reform Act of 1995, including statements about the Warrant exercise expiration date and other deadlines. All forward-looking statements involve risks and uncertainties which could affect TRIUMPH's actual results and could cause its actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, TRIUMPH. Further information regarding the important factors that could cause actual results to differ from projected results can be found in the Company's reports filed with the SEC, including its Annual Report on Form 10-K for the fiscal year ended March 31, 2022, and its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2022, September 30, 2022, and December 31, 2022.

SOURCE Triumph Group