You are cordially invited to attend a special meeting of stockholders (the “Special Meeting”) of Triumph Group, Inc. (the “Company”). The Special Meeting will be held on April 16, 2025, at 9:00 a.m., Eastern Time and conducted virtually via a live audio webcast on the Internet. You may virtually attend, vote and submit questions during the Special Meeting via the live audio webcast on the Internet at www.virtualshareholdermeeting.com/TGI2025SM. You will not be able to attend the Special Meeting in person, nor will there be any physical location. For purposes of attendance at the Special Meeting, all references in the enclosed proxy statement (the “Proxy Statement”) to “present” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of February 2, 2025, by and among the Company, Titan BW Acquisition Holdco Inc., a Delaware corporation (“Parent”), and Titan BW Acquisition Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”) (as it may be amended from time to time, the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of investment funds managed by Warburg Pincus LLC (“Warburg Pincus”) and Berkshire Partners LLC (“Berkshire”). At the Special Meeting, the affirmative vote of the majority of the shares of the common stock of the Company, par value $0.001 per share (“Company Common Stock”), outstanding and entitled to vote thereon is required to adopt the Merger Agreement (the “Merger Proposal”). You also will be asked to consider and vote on a non-binding, advisory proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the Merger (the “Executive Compensation Proposal”).

At the Special Meeting, you also will be asked to consider and vote on a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes to approve the Merger Proposal at the time of the Special Meeting (the “Adjournment Proposal”).

If the Merger contemplated by the Merger Agreement is consummated, you will be entitled to receive $26.00 in cash, without interest, subject to applicable tax withholding (the “Merger Consideration”), for each share of Company Common Stock that you own immediately prior to the effective time of the Merger.

The Board of Directors of the Company (the “Company Board”), after considering factors more fully described in the Proxy Statement, has unanimously (i) determined that the terms of the Merger Agreement, the Merger and the other transactions contemplated thereby are fair and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) recommended that the Company’s stockholders vote in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger.

After careful consideration, the Company Board has unanimously recommended that you vote “FOR” the Merger Proposal, “FOR” the Executive Compensation Proposal and “FOR” the Adjournment Proposal.

The enclosed Proxy Statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the Proxy Statement. The Proxy Statement also describes the actions and determinations of the Company Board in connection with its evaluation of the Merger Agreement and the Merger. You are encouraged to read the Proxy Statement and its annexes, including the Merger Agreement, carefully and in their entirety. You may also obtain more information about the Company from documents we file with the U.S. Securities and Exchange Commission (the “SEC”) from time to time.

We appreciate you taking the time to vote promptly. After reading the Proxy Statement, please vote, at your earliest convenience. Your shares can be voted if you: (i) vote by Internet, (ii) vote by phone, (iii) sign, date and return the enclosed proxy card by mail or (iv) attend and vote virtually at the Special Meeting, in accordance with the instructions contained in the Proxy Statement. In addition, your proxy is revocable at any time before it is voted either by written notice to the Secretary of the Company or by delivery of a later-dated proxy. If you attend the Special Meeting and vote virtually, your vote will revoke any proxy previously submitted. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction card you will receive from your broker, bank or other nominee.

Your vote is very important, regardless of the number of shares of Company Common Stock that you own. We cannot consummate the Merger unless the Merger Proposal is approved by the affirmative vote of a majority of the shares of Company Common Stock outstanding and entitled to vote thereon, provided a quorum is present. In addition, the Merger Agreement makes the approval by the stockholders of the Company of the Merger Proposal a condition to the parties’ obligations to consummate the Merger. The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote virtually at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal but will not have any effect on the Executive Compensation Proposal or the Adjournment Proposal. Abstentions will be counted as votes “AGAINST” the Merger Proposal, the Executive Compensation Proposal and the Adjournment Proposal.

If you have any questions about the accompanying Proxy Statement, the Special Meeting, the Merger Agreement or the Merger or need assistance with voting procedures, please contact Saratoga Proxy Consulting LLC, our proxy solicitor, by calling toll-free at (888) 368-0379.

On behalf of our Board, I thank you for your support and appreciate your consideration of this matter.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the Merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying Proxy Statement is dated March 19, 2025 and, together with the enclosed form of proxy card, is first being mailed to Company stockholders on or about March 19, 2025.

A special meeting of the stockholders (the “Special Meeting”) of Triumph Group, Inc., a Delaware corporation (the “Company”), will be conducted on April 16, 2025, at 9:00 a.m., Eastern Time virtually via a live audio webcast on the Internet at www.virtualshareholdermeeting.com/TGI2025SM, with respect to the following matters:

The affirmative vote of the majority of the shares of common stock of the Company, par value $0.001 per share (“Company Common Stock”), outstanding and entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of a majority of the shares of Company Common Stock having voting power present virtually or represented by proxy at the Special Meeting, provided a quorum is present, is required to approve the Executive Compensation Proposal. The affirmative vote of a majority of the shares of Company Common Stock having voting power present virtually or represented by proxy at the Special Meeting, provided a quorum is present, is required to approve the Adjournment Proposal. The failure of any stockholder of record to submit a signed proxy card, grant a proxy electronically over the Internet or by telephone or to vote virtually at the Special Meeting will have the same effect as a vote “AGAINST” the Merger Proposal but will not have any effect on the Executive Compensation Proposal or the Adjournment Proposal. Abstentions will be counted as votes “AGAINST” the Merger Proposal, the Executive Compensation Proposal and the Adjournment Proposal.

A broker, bank or other nominee holding shares in “street name” for a beneficial owner has discretion (but is not required) to vote the beneficial owner’s shares with respect to “routine” matters if their client does not provide voting instructions. All of the proposals in the Proxy Statement are non-routine matters. When a matter is not routine and the brokerage firm has not received voting instructions from the stockholder, the brokerage firm cannot vote the shares on that matter. This is called a broker “non-vote.” Broker non-votes will have the effect of votes “AGAINST” the Merger Proposal but will not have any effect on the Executive Compensation Proposal or the Adjournment Proposal.

Only Company stockholders of record as of the close of business on March 18, 2025 (the “Record Date”) are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Special Meeting will be available either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided in the notice of the meeting or (ii) in our principal executive offices located at 555 E Lancaster Avenue, Suite 400, Radnor, Pennsylvania 19087, during regular business hours, for a period of at least ten (10) days prior to the meeting.

The Board of Directors of the Company (the “Company Board”) has unanimously recommended that you vote:

In considering the recommendation of the Company Board, Company stockholders should be aware that its executive officers and members of the Company Board may have agreements and arrangements in place that provide them with interests in the Merger that may be different from, or in addition to, those of the Company. See the section entitled “The Merger - Interests of the Directors and Executive Officers of the Company in the Merger” beginning on page 57 of this Proxy Statement.

You should carefully read and consider the entire Proxy Statement and the accompanying appendices including the Merger Agreement attached to the Proxy Statement as Annex A, along with all of the documents incorporated by reference in the Proxy Statement, as they contain important information about, among other things, the Merger and how it affects you. Please contact Saratoga Proxy Consulting LLC, our proxy solicitor, by calling toll-free at (888) 368-0379 if you have any questions concerning the Merger Agreement, the Merger or the other transactions contemplated by the Merger Agreement, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement, or need help submitting a proxy to have your shares of the Company’s Common Stock voted.

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING VIRTUALLY, THE COMPANY ENCOURAGES YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) THROUGH THE INTERNET, (2) BY TELEPHONE, OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. FOR SPECIFIC INSTRUCTIONS ON HOW TO VOTE YOUR SHARES, PLEASE REFER TO THE INSTRUCTIONS SET FORTH IN THE ACCOMPANYING PROXY STATEMENT OR YOUR PROXY CARD. You may revoke your proxy or change your vote at any time before your proxy is exercised at the Special Meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished to you by such broker, bank or other nominee, which is considered the stockholder of record, in order to vote. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. Your broker, bank or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you fail to either (i) return your proxy card, (ii) grant your proxy electronically over the Internet or by telephone or (iii) vote virtually at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting. If you are a stockholder of record, voting virtually at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a broker, bank or other nominee, you must obtain from the record holder a valid “legal” proxy issued in your name in order to vote virtually at the Special Meeting.

The Company encourages you to read the accompanying Proxy Statement, including all documents incorporated by reference into the accompanying Proxy Statement, and its annexes carefully and in their entirety. If you have any questions concerning the Merger, the Special Meeting or the accompanying Proxy Statement, would like additional copies of the accompanying Proxy Statement or need help voting your shares of Company Common Stock, please contact our proxy solicitor:

The following questions and answers are intended to address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a Company stockholder. You are encouraged to read carefully the more detailed information contained elsewhere in this Proxy Statement, the annexes to this Proxy Statement and the documents we refer to in this Proxy Statement. You may obtain the information incorporated by reference in this Proxy Statement without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page 106 of this Proxy Statement.

The Company Board unanimously recommends that you vote:

This Proxy Statement, and the documents to which the Company refers you in this Proxy Statement, as well as information included in oral statements or other written statements made or to be made by the Company or on the Company’s behalf, contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements also may be included in other publicly available documents issued by the Company and in oral statements made by our officers and representatives from time to time. These forward-looking statements are based on our beliefs as well as assumptions made by and information currently available to us and are intended to provide management’s current expectations or plans for, among other things, the expected timing of the closing of the proposed transaction; any anticipated effects of the announcement, pendency or completion of the proposed transaction on the value of the Company Common Stock; the ability of the parties to obtain any required regulatory approvals in connection with the proposed transaction and to complete the proposed transaction considering the various closing conditions; the availability of debt and equity financing; the expected benefits of the proposed transaction; expenses related to the proposed transaction and any potential future costs; the Company’s future growth and financial results, business strategy and competitive position, and any assumptions underlying any of the foregoing. When used in this document, words like “may,” “might,” “will,” “expect,” “anticipate,” “believe,” “potential,” “plan,” “estimate,” and similar expressions are intended to identify forward-looking statements. Examples of forward-looking statements also include, among others, statements relating to future sales, earnings, cash flows, results of operations, uses of cash and other measures of financial performance. Because forward-looking statements relate to the future, they are subject to inherent risks, uncertainties and other factors that may cause the Company’s actual results and financial condition to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, but are not limited to, the following risks: (i) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including the failure to close the Merger by the End Date; (ii) the risk that Company stockholders may not approve the proposed transaction; (iii) inability to complete the Merger because, among other reasons, conditions to the closing of the proposed transaction such as obtaining certain required regulatory approvals may not be satisfied or waived; (iv) uncertainty as to the timing of completion of the Merger; (v) restrictions or prohibitions under certain covenants in the Merger Agreement during the pendency of the proposed transaction that may impact the Company’s ability to pursue certain business opportunities, (vi) potential adverse effects or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the Merger; (vii) significant costs associated with the proposed transaction, (viii) availability of debt and equity capital and financing and any action by rating agencies in response to the proposed transaction, (ix) potential litigation relating to the Merger that could be instituted against the Company, Parent or their respective directors and officers, including the effects of any outcomes related thereto; (x) possible disruptions from the proposed transaction that could harm the Company’s or Parent’s business, including current plans and operations; (xi) general economic conditions affecting our business segments, severe disruptions to the economy, the financial markets, and the markets in which we compete; or (xii) competitive factors relating to the aerospace industry. 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 or that may be filed with the SEC, including our Annual Report on Form 10-K for the fiscal year ended March 31, 2024 and our Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2024, September 30, 2024 and December 31, 2024 (see the section entitled “Where You Can Find More Information” beginning on page 106 of this Proxy Statement). Any forward-looking information provided in this Proxy Statement should be considered with these factors in mind. We assume no obligation to update any forward-looking statements contained in this Proxy Statement.

The enclosed proxy is solicited on behalf of the Company Board for use at the Special Meeting or any adjournment or postponement thereof.

The Special Meeting will be held on April 16, 2025, at 9:00 a.m., Eastern Time and conducted virtually via a live audio webcast on the Internet. You may virtually attend, vote and submit questions during the Special Meeting via the live audio webcast on the Internet at www.virtualshareholdermeeting.com/TGI2025SM. You will not be able to attend the Special Meeting in person, nor will there be any physical location.

At the Special Meeting, Company stockholders will be asked to vote on proposals to adopt the Merger Agreement, to approve, by non-binding, advisory vote, compensation that will or may become payable by the Company to its named executive officers in connection with the Merger and to adjourn the Special Meeting to a later date to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

Only the Company stockholders of record as of the close of business on March 18, 2025 are entitled to notice of the Special Meeting and to vote at the Special Meeting or at any adjournment or postponement thereof. If the Special Meeting is adjourned, the Bylaws provide that the Company Board may fix a new record date for the adjourned meeting. A list of stockholders entitled to vote at the Special Meeting will be available either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided in the notice of the meeting or (ii) in our principal executive offices located at 555 E Lancaster Avenue, Suite 400, Radnor, Pennsylvania 19087, during regular business hours, for a period of at least ten (10) days prior to the meeting.

A majority in voting power of Company Common Stock issued and outstanding and entitled to vote at the Special Meeting, which are present in person or represented by proxy, constitutes a quorum at the Special Meeting. As of the close of business on the Record Date for the Special Meeting, there were 77,417,233 shares of Company Common Stock issued and outstanding and entitled to vote. If you submit a properly executed proxy by Internet, telephone or mail, you will be considered a part of the quorum. In addition, abstentions will be counted for purposes of establishing a quorum, but broker non-votes will not be counted for purposes of establishing a quorum. As a result, 38,708,617 shares must be present by attendance at the Special Meeting or represented by proxy to have a quorum. The affirmative vote of a majority of voting power of the shares of Company Common Stock present in person or represented by proxy at the Special Meeting, or the Chairman of the Board or the President, may adjourn the Special Meeting.

The affirmative vote of the majority of the shares of Company Common Stock, outstanding and entitled to vote thereon is required to adopt the Merger Agreement. The affirmative vote of a majority of the shares of Company Common Stock having voting power present virtually or represented by proxy at the Special Meeting, provided a quorum is present, is required to approve, by non-binding, advisory vote, the proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the Merger. The affirmative vote of a majority of the shares of Company Common Stock having voting power present virtually or represented by proxy at the Special Meeting, provided a quorum is present, is required to approve the proposal to adjourn the Special Meeting. This means that the proposal to adopt the Merger Agreement will be approved if the number of shares voted “FOR” such proposal is greater than fifty percent (50%) of the total number of shares of Company Common Stock entitled to vote at the Special Meeting. Abstentions will be counted as votes “AGAINST” the proposal to adopt the Merger Agreement, the proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the Merger and the proposal to adjourn the Special Meeting. Broker non-votes, if any, will have the effect of a vote “AGAINST” the proposal to adopt the Merger Agreement but will not have any effect on the proposal to approve compensation that will or may become payable by the Company to its named executive officers in connection with the Merger or the proposal to adjourn the Special Meeting.

At the close of business on the Record Date, the Company’s directors and executive officers beneficially owned 1,929,074 shares of Company Common Stock, which represented approximately 2.5% of the shares of the outstanding Company Common Stock on that date. In addition, concurrently with the execution of the Merger Agreement, on February 2, 2025, Parent and Merger Sub entered into Voting Agreements with Daniel J. Crowley, Jennifer H. Allen and James F. McCabe in their capacities as Company stockholders, pursuant to which, among other things and on the terms and subject to the conditions therein, Mr. Crowley, Ms. Allen and Mr. McCabe agreed to vote all shares of Company Common Stock that they beneficially own in favor of, among other things, the adoption of the Merger Agreement and the approval of the Merger and the other transactions contemplated by the Merger Agreement. At the close of business on the Record Date, Mr. Crowley, Ms. Allen and Mr. McCabe beneficially owned, in the aggregate, 1,595,833 shares of Company Common Stock, collectively representing approximately 2.1% of the voting power of the shares of Company Common Stock outstanding as of the close of business on the Record Date.

If your shares are registered in your name with the Company’s transfer agent, Computershare Trust Company, N.A., you may cause your shares to be voted by returning a signed proxy card, or you may vote virtually at the Special Meeting. Additionally, you may submit electronically over the Internet or by phone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone. Based on your proxy cards or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

You are encouraged to sign, date and return the proxy card in the postage-paid envelope provided, or vote via the Internet or by telephone, regardless of whether you plan to attend the Special Meeting. If you attend the Special Meeting and vote virtually, your vote by ballot will revoke any proxy previously submitted.

Voting instructions are included on your enclosed proxy card. All shares represented by properly executed proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholders. Properly executed proxies that do not contain voting instructions will be voted “FOR” adoption of the Merger Agreement, “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by the Company to its named executive officers in connection with the Merger and “FOR” the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting. No proxy that is specifically marked against adoption of the Merger Agreement will be voted in favor of the proposed compensation arrangements for the Company’s named executive officers in connection with the Merger, unless it is specifically marked “FOR” the approval of such proposal.

If your shares are held in “street name” through a broker, bank or other nominee, you may vote through your broker, bank or other nominee by completing and returning the voting instruction form provided by your broker, bank or other nominee, or by the Internet or telephone through your broker, bank or other nominee if such a service is provided. To vote via the Internet or telephone through your broker, bank or other nominee, you should follow the instructions on the voting instruction card provided by your broker, bank or other nominee. If you do not return your bank’s broker’s or other nominee’s voting instruction form, do not vote via the Internet or telephone through your broker, bank or other nominee, if possible, or do not attend the Special Meeting and vote by attendance at the Special Meeting with a “legal” proxy from your broker, bank or other nominee, it will be counted as a vote “AGAINST” the proposal to adopt the Merger Agreement with respect to the vote requiring a majority of the Company’s outstanding shares and will not have any effect on the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by the Company to its named executive officers in connection with the Merger or the proposal to adjourn the Special Meeting.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by the Company’s Secretary prior to the Special Meeting and, in the case of Internet or telephonic voting instructions, must be received before 11:59 p.m., Eastern Time on April 15, 2025. If you have submitted a proxy, your appearance at the Special Meeting, in the absence of voting by attendance at the Special Meeting or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares of Company Common Stock in “street name,” you should contact your broker, bank or other nominee for instructions regarding how to change your vote. If you wish to vote your shares virtually at the Special Meeting, you must obtain a legal proxy from such broker, trust, bank or other nominee (which indicates that you were the beneficial owner of the shares on the Record Date, and that such broker, trust, bank or other nominee is giving you its proxy to vote the shares).

Please note, if you do not provide a copy of the legal proxy, you may still attend the Special Meeting by showing proof of ownership but you will be unable to vote your shares virtually at the Special Meeting.

Any adjournment, recess or postponement of the Special Meeting for the purpose of soliciting additional proxies will allow Company stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting which was adjourned, recessed or postponed.

The Company Board - after considering various factors described in the section entitled “The Merger - Recommendation of the Company Board and Reasons for the Merger” beginning on page 43 of this Proxy Statement, and after consultation with legal and financial advisors - has unanimously (i) determined that the terms of the Merger Agreement, the Merger and the other transactions contemplated thereby are fair and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) recommended that the Company’s stockholders vote in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby. The Company Board unanimously recommends that you vote “FOR” the proposal to adopt the Merger Agreement, “FOR” the proposal to approve, by non-binding, advisory vote, compensation that will or may become payable by the Company to its named executive officers in connection with the Merger and “FOR” the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting.

All votes will be tabulated by a representative of Broadridge Financial Solutions, Inc., who will act as the inspector of election appointed for the Special Meeting, and will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

This Proxy Statement is sent on behalf of, and the proxies are being solicited by, the Company Board. The expense of soliciting proxies in the enclosed form will be borne by the Company. The Company has retained Saratoga Proxy Consulting LLC, a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $15,000 as a base fee with additional fees to be charged for specific service. The Company has also agreed to reimburse Saratoga Proxy Consulting LLC, for reasonable out-of-pocket expenses incurred in connection with the proxy solicitation and indemnify Saratoga Proxy Consulting LLC against losses arising out of its provision of such services on the Company’s behalf. In addition, the Company may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by some of the Company’s directors, officers and employees, in person, or by telephone, facsimile, email and other methods of electronic communication. No additional compensation will be paid for such services.

Assuming timely satisfaction of necessary closing conditions, including, among other things, the Company Stockholder Approval and receipt of required regulatory approvals, we currently anticipate that the Merger will be consummated in the second half of calendar year 2025.

Company stockholders of record as of the close of business on the Record Date may attend and vote virtually at the Special Meeting.

If you hold your shares in “street name” and, therefore, are not a stockholder of record, you will need to follow the specific voting instruction card provided to you by your broker, bank or other similar instruction. If you wish to vote your shares virtually at the Special Meeting, you must obtain a legal proxy from such broker, trust, bank or other nominee (which indicates that you were the beneficial owner of the shares on the Record Date, and that such broker, trust, bank or other nominee is giving you its proxy to vote the shares).

Please note, if you do not provide a copy of the legal proxy, you may still attend the Special Meeting by showing proof of ownership but you will be unable to vote your shares at the Special Meeting.

Even if you plan to attend the Special Meeting, you are encouraged to complete, sign, date and return the enclosed proxy card or vote electronically over the Internet or via telephone to ensure that your shares will be represented at the Special Meeting. If you attend the Special Meeting and vote virtually, your vote by ballot will revoke any proxy previously submitted. If you hold your shares in “street name,” because you are not the stockholder of record, you may not vote your shares virtually at the Special Meeting unless you follow the procedures set forth above.

If you need assistance in completing your proxy card or have questions regarding the Special Meeting, please contact Saratoga Proxy Consulting LLC. Brokers, banks and other nominees may call toll-free at (888) 368-0379.

If the Merger is completed, record holders and beneficial owners of Company Common Stock that do not vote in favor of the Merger Proposal and who properly demand appraisal of their shares will be entitled to appraisal rights in connection with the Merger under Section 262. This means that record holders and beneficial owners of Company Common Stock are entitled to have their shares appraised by the Delaware Court of Chancery and to receive payment in cash of the “fair value” (as defined pursuant to Section 262 of the DGCL) of their shares of Company Common Stock, exclusive of any elements of value arising from the accomplishment or expectation of the Merger, together with interest to be paid on the amount determined to be fair value, so long as they comply with the procedures established by Section 262. Due to the complexity of the appraisal process, record holders and beneficial owners of Company Common Stock that wish to seek appraisal of their shares are encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights. The DGCL requirements for exercising appraisal rights are described in additional detail in the section entitled “Appraisal Rights” beginning on page 98 of this Proxy Statement, and the relevant section of the DGCL regarding appraisal rights is reproduced in Annex C to this Proxy Statement.

At this time, we know of no other matters to be submitted at the Special Meeting.

The discussion of the Merger in this section and elsewhere in this Proxy Statement is qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached as Annex A to this Proxy Statement and is incorporated into this Proxy Statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You are encouraged to read the entire Merger Agreement carefully and in its entirety as it is the legal document that governs the Merger.

Additional information about the Company may be found elsewhere in this Proxy Statement and in the Company’s other public filings. See attached entitled “Where You Can Find More Information” beginning on page 106 of this Proxy Statement.

The Company is a diversified company that conducts business in the aerospace and defense industries with two (2) business segments: Triumph Systems & Support and Triumph Interiors.

The Triumph Systems & Support segment designs, develops, and supports proprietary components, subsystems, and systems; produces complex assemblies using external designs; and provides full life cycle solutions for commercial, regional, and military aircraft.

The Triumph Interiors segment supplies commercial, business, and regional 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.

Company Common Stock is currently listed on the NYSE under the symbol “TGI.”

Parent is a privately held Delaware corporation and an affiliate of Warburg Pincus and Berkshire formed solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated by the Merger Agreement, including the Merger, and the related financing transactions. Parent has not carried on any activities on or prior to the date of this Proxy Statement, except for activities incidental to its formation and activities undertaken in connection with the acquisition of the Company.

Merger Sub is a privately held Delaware corporation and a direct wholly owned subsidiary of Parent formed solely for the purpose of entering into the Merger Agreement and completing the transactions contemplated by the Merger Agreement, including the Merger, and the related financing transactions. Merger Sub has not carried on any activities on or prior to the date of this Proxy Statement, except for activities incidental to its formation and activities undertaken in connection with Parent’s acquisition of the Company. Upon the consummation of the Merger, Merger Sub will merge with and into the Company, and the separate corporate existence of Merger Sub will cease to exist.

If the Merger Agreement is adopted by Company stockholders and certain conditions to the consummation of the Merger are either satisfied or waived, Merger Sub will merge with and into the Company, with the Company surviving and continuing under the name “Triumph Group, Inc.” as the Surviving Company. As a result of the Merger, the Company will become a wholly-owned subsidiary of Parent and Company Common Stock will no longer be publicly traded. In addition, Company Common Stock will be delisted from the NYSE and deregistered under the Exchange Act, in each case, in accordance with applicable law, rules and regulations, and the Company will no longer file periodic reports with the SEC on account of Company Common Stock. If the Merger is consummated, you will no longer own any shares of common stock of the Surviving Company, and instead will only have a right to receive $26.00 per share of common stock Merger Consideration in cash.

The Effective Time will occur upon the filing of the certificate of merger with the Secretary of State of the State of Delaware (or at such later time as the Company and Parent may agree and specify in the certificate of merger).

If the Merger Agreement is not adopted by the Company stockholders or if the Merger is not consummated for any other reason, the Company stockholders will not receive any payment for their shares of Company Common Stock. Instead, the Company will remain an independent public company, Company Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and the Company will continue to file periodic reports with the SEC on account of Company Common Stock. In addition, if the Merger is not consummated, the Company expects that the Company’s management will operate the business in a manner similar to that in which it is operated today.

Furthermore, if the Merger is not consummated, depending on the circumstances that would have caused the Merger not to be consummated, it is likely that the price of Company Common Stock will decline significantly. If that were to occur, it is uncertain when, if ever, the price of Company Common Stock would return to the price at which it trades as of the date of this Proxy Statement.

Accordingly, if the Merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares of Company Common Stock. If the Merger is not consummated, the Company Board will continue to evaluate and review the Company’s business operations, properties, dividend policy and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to identify strategic alternatives to enhance stockholder value. If the Merger Agreement is not adopted by the Company stockholders or if the Merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to the Company will be offered or that the Company’s business, prospects or results of operation will not be adversely impacted.

In addition, under specific circumstances, the Company may be required to pay the Company Termination Fee, or may be entitled to receive the Reverse Termination Fee from Parent, upon termination of the Merger Agreement, as described in the sections entitled “Terms of the Merger Agreement - Termination Fees” beginning on page 89 of this Proxy Statement.

Upon the consummation of the Merger, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) shares of Company Common Stock owned directly by Parent or Merger Sub or any direct or indirect wholly owned subsidiary of Parent (other than Merger Sub), (ii) shares of Company Common Stock owned by any direct or indirect subsidiary of the Company and (iii) shares of Company Common Stock held by any holder who has not voted in favor of the Merger and who is entitled to demand and properly demands appraisal of such Company Common Stock pursuant to Section 262 of the DGCL and, as of the Effective Time, has not failed to perfect, or not effectively waived, withdrawn or lost rights to appraisal under the DGCL) that are held by any Company stockholder will be converted into the right to receive the Merger Consideration.

Each Company PSU that is outstanding immediately prior to the Effective Time will be cancelled and exchanged for an amount in cash, less applicable tax withholdings, equal to the product of (i) the total number of shares of Company Common Stock subject to the Company PSU (based on the attainment of target level of performance), multiplied by (ii) $26.00.

Each Company RSU that is outstanding immediately prior to the Effective Time will be cancelled and exchanged for an amount in cash, less applicable tax withholdings, equal to the product of (i) the total number of shares of Company Common Stock subject to the Company RSU multiplied by (ii) $26.00.

Each In the Money Option will automatically be cancelled and exchanged for an amount in cash equal to the product of (i) the total number of shares of Company Common Stock subject to the In the Money Option, multiplied by (ii) the excess of (1) $26.00 over (2) the exercise price payable per share of Company Common Stock applicable to the In the Money Option, without interest. Each Company Option that is not an In the Money Option will be cancelled at the Effective Time without payment of any consideration. As of the date of this Proxy Statement, there are no, and expected to be no, Company Options outstanding that are In the Money Options.

The following chronology summarizes the key meetings and events that led to the execution of definitive documentation, including the Merger Agreement, in connection with the Company’s transaction with Parent and Merger Sub (which began with interactions with Warburg Pincus and its affiliates, and then Berkshire and its affiliates, who are referred to collectively for purposes of this section “The Merger—Background of the Merger” as the “Buyers”). The following chronology does not purport to catalogue every conversation among representatives of the Company, the Buyers or any other parties.

As part of its ongoing evaluation of the Company’s business, the Company Board, together with senior management, regularly reviews and assesses the Company’s strategic direction, financial performance and business plans with a view towards strengthening the Company’s business and identifying opportunities to increase stockholder value.

Over the years, the Company Board’s review included, among other items, the consideration of potential opportunities for business combinations, acquisitions, divestitures and other financial and strategic alternatives, and the Company Board compared such opportunities to the benefits and risks of continued operation as a standalone company. The Company Board and/or management also has periodically engaged with Company stockholders to discuss their perspectives on the Company’s strategic and financial direction.

On June 13, 2024, as part of its regular review of its strategic direction, financial performance and business plans, the Company Board held a videoconference meeting with representatives of management, the Company’s financial advisor, Goldman Sachs & Co. LLC (“Goldman Sachs”) and the Company’s outside legal counsel, Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”), both of whom had been advisors to the Company for several years. A representative of Goldman Sachs reviewed its preliminary financial analyses of the Company and certain strategic alternatives available to the Company.

On July 10, 2024, Mr. Crowley, the CEO, President and Chairman of the Company, spoke telephonically with a member of senior management of one of the three parties that later formed the tripartite consortium comprising Bidder A (as defined herein). This interested party (together with its controlled affiliates, the “Investor”), which was a stockholder of less than two percent of the Company Common Stock then-outstanding, had contacted the Company and during the discussion, raised the possibility of a strategic transaction and informed Mr. Crowley that it viewed a strategic transaction involving the parties as a potentially attractive proposition. The Investor requested

an in-person meeting with Mr. Crowley in August 2024 to learn more about the Company in order to support an unspecified “compelling offer” to acquire the Company in partnership with a financial sponsor, which, along with the Investor and a strategic party, later comprised Bidder A (as defined herein). After the conclusion of the call, Mr. Crowley informed the Company Board of his discussion with the Investor.

The Company Board’s Finance and Strategy Committee (the “Finance Committee”) has responsibilities and authority to oversee the Company’s stockholder value creation opportunities and assess the Company’s strategic initiatives and alternatives. On August 8, 2024, the Finance Committee held a regularly-scheduled meeting at the Company’s headquarters, located in Radnor, Pennsylvania, with representatives of management present in person and representatives of Goldman Sachs and Skadden participating virtually. A representative from Goldman Sachs reviewed its preliminary financial analysis of the Company, potential strategic acquirors of the Company and relevant timing considerations with respect to a Potential Transaction (as defined herein). The Finance Committee unanimously determined that it would recommend to the Company Board that the Company’s management and outside advisors be authorized to explore ways to maximize stockholder value through considering and evaluating potential strategic alternatives for the Company. Later that same day, the Company Board held a regularly-scheduled videoconference meeting with representatives of management, Goldman Sachs and Skadden, during which the Company Board discussed strategic options available to the Company and addressed the aforementioned recommendation of the Finance Committee that the Company’s management and outside advisors be authorized to explore ways to maximize stockholder value through considering and evaluating potential strategic alternatives for the Company. Discussion ensued, and the Company Board decided to authorize the Company’s management and outside advisors to proceed with exploring ways to maximize stockholder value through considering and evaluating potential strategic alternatives for a potential sale of the Company (a “Potential Transaction”). The mandate to Company management and outside advisors included (i) overseeing the Company’s day-to-day conduct relating to any Potential Transaction, (ii) consulting with the Company’s financial, legal and other advisors in connection with the consideration of any Potential Transaction, (iii) considering and evaluating the terms, conditions and advisability of any Potential Transaction, (iv) consulting with and making regular reports to the Finance Committee and the Company Board regarding the Company’s deliberations or any other developments with respect to any Potential Transaction, (v) reviewing, considering, evaluating and making reports to the Company Board regarding any potential or actual arrangements, understandings or agreements in connection with any Potential Transaction and (vi) considering such other matters and take such other actions as may be requested by the Company Board.

On August 21, 2024, at the invitation of the Investor and with the prior knowledge of the Company Board, Mr. Crowley and James McCabe, Chief Financial Officer of the Company, attended a meeting with representatives of the Investor as well as a second party who also later was part of the tripartite consortium comprising Bidder A. During this meeting the Investor and second party shared their views of, and interest in, the Company, but no offer was made during such meeting.

On August 30, 2024, the Company Board held a videoconference meeting with representatives of management and Goldman Sachs to discuss the potential timelines for a Potential Transaction from launch through announcement if the Company Board did, later in the process, determine to sell the Company, and management provided an update on the August 21, 2024 meeting with the two parties who later formed part of the tripartite consortium comprising Bidder A. At this meeting, representatives of Goldman Sachs discussed its preliminary financial analysis of the Company, certain strategic alternatives available to the Company and potential participants in a Potential Transaction. The potential acquirors that Goldman Sachs proposed to the Company Board to potentially reach out to, if there was a process, included both strategic parties (having taken into account, among other matters, such parties’ ability to pay, likely interest and potential synergies with the Company’s businesses) and financial sponsors with either relevant aerospace and defense assets or other relevant competencies.

On September 12, 2024, the Company Board held a videoconference meeting with representatives of management, Goldman Sachs and Skadden to discuss an illustrative process timeline, with a proposed launch date of the sale process of October 7, 2024. Representatives of Goldman Sachs explained the key workstreams involved in the preparation phase pre-launch, including the preparation by Company management of a virtual data room that would house general background and confidential non-public business and financial information of the Company, as well as a confidential information presentation (“CIP”) describing the operations and financial condition of the Company. Also during this Company Board meeting, the Company Board considered a written request from the Investor for a waiver of the threshold established by the Company’s Tax Benefit Preservation Plan, dated March 11, 2022, between the Company and Computershare Trust Company, N.A., as rights agent (as amended, the “Plan”)

seeking to allow the Investor, for purposes of the Plan, to beneficially own certain securities of the Company up to certain specified percentages without triggering the rights and obligations set forth in the Plan. The Company Board agreed to grant such a waiver, provided that the Investor agreed to abide by certain customary standstill restrictions and confidentiality restrictions. Such standstill restrictions did not prohibit the Investor from communicating privately with the Company Board or any of the Company’s senior management regarding any matter, and the confidentiality restrictions prohibit the Investor from disclosing certain information regarding the waiver to others without prior written consent of the Company.

Throughout the remainder of September 2024 and most of October 2024, Company management, with the assistance of representatives of Goldman Sachs and Skadden, populated the virtual data room and prepared the CIP.

On September 30, 2024, the Company received an unsolicited non-binding written proposal from the Investor and the second party mentioned above that later formed part of the tripartite consortium comprising Bidder A with an all-cash offer price of $18.00 per share (the “September 2024 Bid”).

On October 4, 2024, the Finance Committee held a videoconference meeting with representatives of management, Goldman Sachs and Skadden and other members of the Company Board to discuss the September 2024 Bid and the latest process update for the Potential Transaction, given that, consistent with the direction previously provided by the Company Board, the sale process was planned to officially kick off the following Monday, October 7, 2024. During this meeting, representatives of Goldman Sachs reviewed the September 2024 Bid and certain potential advantages and disadvantages of proceeding with the contemplated sale process as well as the potential to invite the parties who submitted the September 2024 Bid to participate in the process. Representatives of Goldman Sachs also reviewed its preliminary financial analysis of the Company, based on the latest Company management projections. The Finance Committee (with the concurrence of the other Company Board members present, constituting a majority of the Company Board) authorized the Company’s five-year financial projections (the “Management Model”) which served as the basis for the financial metrics contained in the CIP. Representatives of Goldman Sachs also discussed preliminary outreach and communication with certain potential acquirors of the Company. The Company Board members discussed with the management team and the financial advisors and legal advisors next steps regarding the upcoming kickoff of the sale process. Also during the meeting, the Company Board determined that the September 2024 Bid did not provide sufficient value to the Company that would warrant abandoning its planned process to explore strategic alternatives at that time (and authorized management to inform the parties who submitted the September 2024 Bid of their determination), but did instruct Goldman Sachs to invite the parties who submitted the September 2024 Bid to participate in the strategic alternatives process.

On October 6, 2024, representatives of Goldman Sachs began confidential outreach to those potential strategic and financial counterparties authorized by the Company in connection with a Potential Transaction. Between October 6, 2024 and October 25, 2024, representatives of Goldman Sachs contacted 35 potential counterparties, with the majority of the outreach occurring between October 6, 2024 and October 10, 2024. Between October 9, 2024 and November 1, 2024, 26 of the 35 potential counterparties contacted by Goldman Sachs entered into customary confidentiality agreements with the Company, which included customary standstill restrictions but allowed each counterparty to make friendly offers or proposals to the Company relating to a Potential Transaction on a confidential basis. Shortly after entering into a confidentiality agreement with the Company, each of these 26 potential counterparties received a copy of the CIP and Management Model.

On October 8, 2024, Messrs. Crowley and McCabe called representatives of the Investor as well as a second party who also later was part of the tripartite consortium comprising Bidder A and indicated that the Company was exploring a process in connection with a Potential Transaction, relayed that the September 2024 Bid did not provide sufficient value to the Company that would warrant abandoning its planned process to explore strategic alternatives, and noted that Goldman Sachs would reach out to them to offer an opportunity to participate in the planned process.

On October 9, 2024, the closing price per share of Company Common Stock was $11.65. During the trading day on October 10, 2024, there were media reports stating that the Company was exploring a strategic process, including a potential sale of the Company, that included both strategic bidders and financial sponsors. The Company did not put out any statement in response. The closing price per share of Company Common Stock on October 10, 2024 was $14.12.

Between October 10, 2024 and December 18, 2024, there were approximately nine news articles discussing the potential sale of the Company. No comment was provided by the Company on or for any of such news articles. The closing stock price per share of Company Common Stock on December 18, 2024 was $17.30, representing approximately a 22.5% increase from the closing stock price of Company Common Stock on October 10, 2024.

Between October 21, 2024 and November 1, 2024, representatives of Goldman Sachs, at the direction of the Company, distributed a bid process letter (the “October 21 Process Letter”) to the 23 parties that decided to continue in the process, which invited such parties to submit a preliminary, non-binding written indication of interest for the Potential Transaction (the “initial IOIs”) by November 11, 2024, which representatives of Goldman Sachs later informed bidders would be extended to November 14, 2024 (the “November Bid Deadline”). The October 21 Process Letter outlined the items to be addressed by each party’s initial IOI, including, among other things, a potential price per share for the outstanding fully diluted shares of the Company, a detailed and specific list of diligence performed to-date and a detailed description of due diligence requirements in order to finalize a definitive proposal with respect to a Potential Transaction and a list of any anticipated further internal or external approvals or consents that may be required to consummate a Potential Transaction. The October 21 Process Letter also contemplated that the strategic alternatives process was expected, in the Finance Committee’s discretion, to entail one or more phases, including a subsequent phase in which potential counterparties would submit final definitive written proposals with respect to a Potential Transaction.

Between October 22, 2024 and November 11, 2024, members of management held in-person and videoconference meetings (“fireside chats”) with 11 interested parties in the process, selected based on their level of engagement, to discuss the CIP, Management Model, the Company and its business and other matters related to a Potential Transaction. Representatives of Goldman Sachs also attended such sessions. Also in the period leading up to the November Bid Deadline, all 23 parties were provided with Company management information to assist them in developing their proposals, including value drivers, financial and tax information and responses to diligence requests.

By the November Bid Deadline, the Company received eight initial IOIs that included six financial sponsors and two strategic bidders. Each of the initial IOIs received contemplated an acquisition of all of the Company’s outstanding fully diluted shares. The initial IOI received from Warburg Pincus offered a price range of $18 to $20 per share. The initial IOI received from the two initial parties in the tripartite consortium that we refer to collectively as “Bidder A” offered a price range of $20 to $22.50 per share. The initial IOI received from a strategic party we refer to as “Bidder B” offered a price range of $18 to $19.25 per share. The initial IOI received from a financial party we refer to as “Bidder C” offered a price range of $18 to $20 per share. The initial IOI received from a financial party we refer to as “Bidder D” offered a price of $20 per share. The initial IOI received from a financial party we refer to as “Bidder E” offered a price range of $19 to $21 per share. The initial IOI received from a strategic party we refer to as “Bidder F” offered a price of $18 per share. The initial IOI received from a financial party we refer to as “Bidder G” offered a price of $18 per share.

Between November 15, 2024 and January 31, 2025, representatives of Skadden held numerous videoconference meetings with legal representatives of various bidders, including Kirkland on behalf of Parent and Merger Sub, to discuss what antitrust and other regulatory filings would be needed in connection with a Potential Transaction, as well as any possible concerns relating thereto.

On November 20, 2024, the Finance Committee held a videoconference meeting with representatives of management, Goldman Sachs and Skadden and other members of the Company Board in attendance. During the meeting, a representative of Skadden discussed with the Finance Committee, among other matters, the directors’ fiduciary duties in connection with a potential strategic alternatives process. Skadden also noted that Goldman Sachs had provided written confirmation to the Company that, in its opinion, after review of its other business activities and the contemplated bidders, nothing would limit its ability to fulfill its responsibilities as financial advisor to the Company in connection with this engagement. Representatives of Goldman Sachs provided an analysis of the initial IOIs received by the November Bid Deadline. Representatives of Goldman Sachs also led a discussion regarding other potential strategic alternatives available to the Company, including the possibility of pursuing a break-up of the Company, disposing of certain Company assets, continuing with the sale transaction process and remaining as a standalone public company. Goldman Sachs’ presentation also included an analysis of each bid received, as well as an illustrative financial analyses of the Company, which relied upon the Company’s management projections from fiscal year 2025 to fiscal year 2029 and market data as of November 15, 2024. At the conclusion of the meeting, the Finance Committee authorized management and Goldman Sachs to (i) remove Bidder G from the process due to its offer price, (ii) progress Bidders A and D due to their higher offer prices, as well as Bidder B based on the belief that Bidder B could offer a higher price due to the potential synergies between Bidder B and the Company and (iii) request a re-bid from Warburg Pincus and Bidders C, E and F and allow those bidders to continue in the process if they sufficiently raised their all-cash price level. Bidder F stated they would not rebid to representatives of Goldman Sachs.

Between November 21, 2024 and November 24, 2024, Warburg Pincus submitted its revised bid of $20 per share. Bidder C submitted its revised bid of $20 to $22 per share. Bidder E submitted its revised bid of $21 per share. Bidder F, despite having represented they would not rebid, submitted a revised proposal including two options – an all-cash offer of $19.99 per share and a cash and stock offer of $18.00 per share. Based on the revised bids, Warburg Pincus, Bidder C, Bidder E were advanced to the next phase of the process, but Bidder F was told that it would not proceed to the next phase of the process as they did not sufficiently raise the cash offer price, consistent with the direction provided by the Finance Committee at its November 20, 2024 meeting.

Between November 25, 2024 and December 5, 2024, select members of Company management gave in-person management presentations to Warburg Pincus, Bidder A, Bidder C, Bidder D and Bidder E. Each management presentation included multi-hour long reviews of the Company’s business model, operations, strategy and five-year financial projections. Each of the bidders was also afforded the opportunity to ask questions on a variety of topics. Representatives of Goldman Sachs also attended these sessions.

From November 25, 2024 through January 29, 2025, the Company provided responses to written requests from the parties and hosted multiple telephonic diligence calls with representatives of the Company, covering various areas, including, but not limited to, commercial operations, financial results, environmental matters, intellectual property, information technology and data security, employment matters, litigation, legal compliance, tax and general corporate matters of the various business segments of the Company. The potential counterparties also were presented with the opportunity to conduct site visits at select facilities of the Company as part of the diligence process over approximately the same time period. Bidder A visited five facilities of the Company between January 8, 2025 and January 15, 2025, Bidder B visited six facilities of the Company between December 3, 2024 and January 17, 2025, Bidder C visited four facilities of the Company on January 13, 2025 and January 14, 2025, Bidder D visited two facilities of the Company on January 22, 2025 and January 23, 2025 and Warburg Pincus and Berkshire visited eight facilities (with a professional advisor of Warburg Pincus and Berkshire visiting two additional facilities without Warburg Pincus or Berkshire present on their behalf) between January 7, 2025 and January 28, 2025. Bidder E did not conduct any site visits.

Between November 26, 2024 and January 3, 2025, at the Company’s direction, certain potential strategic and financial counterparties who had previously executed confidentiality agreements, including, but not limited to, Berkshire, Warburg Pincus, Bidder A, Bidder B and Bidder C and Bidder D entered into clean team agreements that control the exchange of sensitive, competitive and confidential information between parties while complying with antitrust laws and regulatory requirements.

On November 26, 2024, the Company provided the potential counterparties (except Berkshire, who was provided access to the virtual data room on January 3, 2025) with access to a virtual data room containing business, legal and financial information.

On November 27, 2024, Mr. Crowley provided a written update to the Company Board on the revised bids that were submitted since the last Finance Committee meeting.

On December 2, 2024, the Finance Committee held a videoconference meeting with representatives of management, Goldman Sachs and Skadden and other members of the Company Board in attendance. Representatives of Goldman Sachs provided an overall process update, including a presentation of revised bids that were submitted since the last Finance Committee meeting. Representatives of Goldman Sachs also shared an overview of the proposed round 2 process design, which would include an initial diligence period focused on items critical to the bidders’ assessment of the Company’s value followed by an interim bid. During this meeting, the Finance Committee determined to hold weekly or bi-weekly meetings (depending on the cadence it thought was appropriate at the time) with the management team, legal advisors and financial advisors to be able to provide regular guidance and receive regular updates as the process continued. The Finance Committee determined that all Company Board members not on the Finance Committee also would be invited to attend all such Finance Committee meetings during this process of exploring strategic alternatives (and at least a majority of Company Board members did attend each of the Finance Committee meetings that took place between December 13, 2024 and January 24, 2025). Also, during this meeting, the Finance Committee and the management team planned for management presentations and meetings between bidders and certain members of the management team (which would focus on areas the bidders noted as critical, including financial upsides, organization structure, customer pricing and contracts, tax attributes, pension liabilities and cost opportunities). Company management and Skadden also discussed with the Finance Committee making the auction draft of the merger agreement available to the bidders. The independent

directors of the Company Board separately met with representatives of Goldman Sachs and Skadden and determined to include such a session at each of the following Board and committee meetings relating to a potential sale of the Company, whenever any Board member present or advisor thought it was prudent to do so.

Also on December 2, 2024, as discussed with the Finance Committee the auction draft of the merger agreement was made available to all remaining bidders. The auction draft of the merger agreement, among other things, contained a broad ability of the Company Board to make an adverse recommendation change if failure to do so would reasonably be expected to be inconsistent with the Company Board’s exercise of their fiduciary duties, broadly defined the circumstances under which a proposal would be considered a superior proposal (including that a proposal could be considered a superior proposal even if the Company had breached the no-shop provision), permitted the parties to seek specific performance (without condition) in the event of a breach by the other party or monetary damages in the event of willful breach (without limitation of liability) and proposed a Company termination fee of 2% of the Company’s enterprise value and a reverse termination fee of 7% of the Company’s enterprise value.

In line with the Finance Committee’s directives from the day prior, on December 3, 2024, representatives of Goldman Sachs sent the remaining six potential counterparties a revised process letter requesting the submission, by December 17, 2024, of revised, written, non-binding indications of interest with respect to a Potential Transaction and a markup of, or an issues list based on, the auction draft of the merger agreement by December 17, 2024.

On December 13, 2024, an initial draft of the disclosure schedules relating to the auction draft of the merger agreement was made available to those bidders that remained in the process.

Also on December 13, 2024, the Finance Committee held a videoconference meeting with representatives of management, Goldman Sachs, Skadden and other Company Board members in attendance. Representatives of Goldman Sachs provided a process update, including an overview of the management presentations that had taken place to-date, noting that Bidder B deferred its management presentation to prioritize its diligence efforts. Representatives of Goldman Sachs explained that Bidder B had completed its site visits and all other parties decided to postpone site visits to the final phase of the process. In addition, Representatives of Goldman Sachs provided an overview of the bidders’ main focus areas for due diligence. Management shared with the Finance Committee an updated forecast for fiscal year ending March 31, 2025, as well as a list of potential revenue and costs initiatives that could provide upside to the Company’s financial projections for the fiscal years ending March 31, 2026 through March 31, 2029. The Finance Committee instructed Goldman Sachs to share these materials with the bidders, and to utilize the updated forecast for fiscal year ending March 31, 2025, instead of the forecast for fiscal year ending March 31, 2025 contained in the Management Model shared on October 4, 2024, in connection with any future financial analysis of the Company, as further described in the first paragraph of the section entitled “The Merger – Projections Prepared by the Company’s Management” beginning on page 54 of this Proxy Statement. The Finance Committee instructed Goldman Sachs not to utilize Company management’s potential upsides in connection with any future financial analysis of the Company, given the preliminary nature of the work done to illustrate such upsides, and the not yet estimable costs to achieve such upsides and the risks associated with achieving such upsides (including risks relating to the ability to achieve price increases, the rate of inflation and material costs, the level of demand from OEM customers, and risks and costs associated with refinancing that would be necessary).

On December 17, 2024, representatives of Bidder C submitted a revised non-binding indication of interest that included a price range of $20.00 to $21.00 per share and noted that they would submit a markup of the merger agreement within a week. Bidder D and Bidder E each indicated that they did not intend to submit a bid and would not continue to participate in the process.

Also on December 17, 2024, representatives of Kirkland & Ellis LLP (“Kirkland”), as outside legal counsel to Warburg Pincus, submitted an issues list (the “Warburg Issues List”) that summarized key material issues raised by the auction draft of the merger agreement. The Warburg Issues List, among other things, proposed to expand the scope of what constitutes a breach of the no-shop provision, limit the circumstances under which the Company could issue an adverse recommendation change, limit the circumstances under which a proposal would be considered a superior proposal, limit Warburg Pincus’ aggregate liability under the merger agreement and modify the size and triggers of the Company termination fee (proposing a fee of 3.75% of the Company’s equity value) and reverse termination fee (proposing a fee of 5.25% of the Company’s equity value). In addition, the Warburg Issues List contemplated the execution of a voting agreement supporting the transaction by “key stockholders” and “members of senior management”.

On December 18, 2024, representatives of Warburg Pincus submitted a revised non-binding indication of interest that included a price of $20.50 per share.

On December 18, 2024, a strategic party formally joined Bidder A consortium as the third party in that consortium, and Bidder A submitted a revised non-binding proposal of $21.00 per share.

On December 20, 2024, representatives of Bidder B submitted a revised non-binding indicative proposal that included a price range of $18.50 to $19.25 per share and representatives of Bidder B’s outside legal counsel (“Bidder B Legal Advisors”) submitted a preliminary markup of the auction draft of the merger agreement, which, among other things, limited the circumstances under which the Company could issue an adverse recommendation change, limited the circumstances under which a proposal would be considered a superior proposal, included certain additional termination rights in favor of Bidder B, expanded the scope of restrictions applicable to the Company in the period between signing and closing and expanded the scope of representation and warranties to be made by the Company.

Also on December 20, 2024, the Finance Committee held a videoconference meeting with representatives of management, Goldman Sachs, Skadden and other Company Board members to discuss the revised indications of interest received from the four remaining bidders and provided a comparative analysis of each bid. Representatives of Skadden discussed with the Finance Committee, among other things, certain considerations related to the regulatory analysis conducted by Skadden and the bidders’ counsel to date, and related transaction closing risk associated with the profile of the various bidders. At the conclusion of the meeting, the Finance Committee authorized management and Goldman Sachs to progress Warburg Pincus, Bidder A and Bidder C to the next round. The Finance Committee also instructed Goldman Sachs to invite Bidder B to a management presentation, following which Bidder B would be asked to re-bid.

On December 28, 2024, representatives of Bidder C’s outside legal counsel (“Bidder C Legal Advisors”) submitted an issues list (the “Bidder C Issues List”) that summarized the key material issues raised by the auction draft of the merger agreement and outlined the changes Bidder C would make in its full markup of the merger agreement. The Bidder C Issues List, among other things, capped Bidder C’s aggregate liability under the merger agreement and modified the size and triggers of the Company termination fee and reverse termination fee.

Also on December 28, 2024, Warburg Pincus informed representatives of Goldman Sachs that it wanted to team up with Berkshire, who had not previously participated in the process, in making a bid for the Company.

On January 2, 2025, representatives of Goldman Sachs sent Warburg Pincus, Bidder A and Bidder C a process letter requesting that such parties each submit a binding, fully financed and unconditional offer for the Company by January 29, 2025, as well as a markup of the auction draft of the merger agreement by January 15, 2025.

Also on January 2, 2025, Berkshire entered into a customary confidentiality agreement with the Company.

On January 3, 2025, the Finance Committee held a videoconference meeting with representatives of management, Goldman Sachs, Skadden and other Company Board members in attendance to discuss the level of engagement among the remaining bidders. Representatives of Goldman Sachs noted that each of Bidder A, Bidder C and Warburg Pincus had been invited to the next round of the process, while Bidder B had been invited to a management presentation to better understand key drivers of value, following which they were asked to revert with their latest view on value. In addition, representatives of Goldman Sachs reported that Warburg Pincus had requested to partner with Berkshire on a joint bid, and following discussions with Company management and based on the belief that allowing such partnering would help Warburg Pincus maximize its bid, Goldman Sachs was instructed by the Finance Committee to take steps to allow access to due diligence to support such a partnership. Also, representatives of Skadden provided an overview of the merger agreement feedback received to date and noted that they would be sharing feedback with the bidders during the week of January 6, 2025.

Also on January 3, 2025, following the Finance Committee meeting, Berkshire entered into a clean team agreement with the Company and was granted access to the virtual data room.

On January 4, 2025, representatives of Bidder A’s outside legal counsel (the “Bidder A Legal Advisors”) submitted an issues list (the “Bidder A Issues List”) that summarized the key material issues raised by the auction draft of the merger agreement and outlined the changes Bidder A would make in its full markup of the merger agreement. The Bidder A Issues List addressed, among other things, the size and triggers of the Company termination fee and reverse termination fee and noted that the Bidder A parties would enter into a separation matters agreement concurrently with the signing of the merger agreement that would memorialize the separation of the Company among the parties comprising Bidder A following the closing of the merger. Accordingly, Bidder A noted that it would require a cooperation covenant obligating the Company to assist with the separation planning in the period between signing and closing.

On January 6, 2025, select members of Company management gave an in-person management presentation to Bidder B. The management presentation included reviews of the Company’s business model, operations, strategy and five-year financial projections. Bidder B was afforded the opportunity to ask questions on a variety of topics. Representatives of Goldman Sachs also attended this session.

On January 7, 2025, representatives of Bidder B submitted a revised non-binding proposal to acquire all of the Company’s outstanding fully diluted shares for a price of $20.25 per share.

On January 8, 2025, representatives of Goldman Sachs sent Bidder B the process letter previously shared with Warburg Pincus, Bidder A and Bidder C, requesting that it submit a binding, fully financed and unconditional offer for the Company by January 29, 2025, as well as a markup of the auction draft of the merger agreement by January 15, 2025.

Following consultation with the Company management and representatives of Goldman Sachs regarding the merger agreement feedback provided by Buyers and each of Bidder A, Bidder B and Bidder C on January 8, 2025, representatives of Skadden and representatives of the Bidder A Legal Advisors held a videoconference meeting to discuss the material issues raised in the Bidder A Issues List. The discussion focused on, among other things, Bidder A’s plan for the proposed separation of the Company immediately following the closing of the merger and the work that Bidder A and its advisors had done to date to plan for such separation.

Also on January 8, 2025, representatives of Skadden and Bidder C Legal Advisors held a videoconference meeting to discuss the material issues raised in the Bidder C Issues List. The discussion focused on, among other things, Bidder C’s proposed approach to the closing conditions provisions, the termination fees and related triggers and certain employee protection provisions. In addition, representatives of Skadden inquired about Bidder C’s financing plan and any related timing considerations.

Also on January 8, 2025, representatives of Skadden and representatives of Kirkland (acting on behalf of the Buyers) held a videoconference meeting to discuss the material issues raised in the Warburg Issues List. The discussion focused on, among other things, the Buyers’ proposed approach to the fiduciary out provisions and termination fees (and related triggers) in the merger agreement. In addition, Skadden and Kirkland discussed the Buyers’ request that certain members of senior management enter into a voting agreement and agreed that Kirkland would send Skadden a draft of such an agreement in conjunction with their full markup of the merger agreement.

On January 10, 2025, the Finance Committee held a videoconference meeting with representatives of management, Goldman Sachs, Skadden, and Company Board members to discuss the level of engagement from the remaining bidders. Representatives of Goldman Sachs provided an update on the ongoing expert sessions and site visits with each of the bidders and noted that all of the remaining bidders continue to be engaged and focused on the diligence process. Representatives of Skadden provided an update on the feedback calls they had with each of Bidder A, Bidder B and the Buyers and noted that each of the bidders’ respective representatives were generally receptive to the feedback. Skadden also noted that they were scheduled to connect with Bidder B’s legal advisors later that day.

Also on January 10, 2025, Bidder C made a request to representatives of Goldman Sachs that they be provided consent to partner with Bidder D, who had indicated to representatives of Goldman Sachs the month prior that it would not be pursuing a Potential Transaction on its own. Representatives of Goldman Sachs reported this request to the Finance Committee, who ratified the decision to authorize Bidder C to partner with Bidder D.

In the afternoon of January 10, 2025, representatives of Skadden and representatives of Bidder B Legal Advisors held a videoconference meeting to discuss the material issues raised in the Bidder B markup of the merger agreement. The discussion focused on, among other things, Bidder B’s revisions to the fiduciary out and termination provisions, including Bidder B’s proposed termination fees and related triggers, as well as the representation, warranty and covenant changes provided by Bidder B.

Also in the afternoon of January 10, 2025, representatives of the Company’s management, Skadden and the Bidder A Legal Advisors held a videoconference meeting to discuss Bidder A’s plans for the post-closing separation in detail.

On January 15, 2025, representatives of Bidder B Legal Advisors submitted a second round markup of the merger agreement, while representatives of Bidder A Legal Advisors and representatives of Bidder C Legal Advisors each submitted initial markups of the merger agreement. Generally, among other things, each of the markups addressed the parties’ required efforts to obtain regulatory approvals, the size and triggers of the Company

termination fee and reverse termination fee, the scope of restrictions applicable to the Company in the period between signing and closing and the scope of representation and warranties to be made by the Company. In addition, the markup submitted by representatives of Bidder A Legal Advisors included provisions relating to their planned separation of the Company.

On January 17, 2025, the Finance Committee held a videoconference meeting with representatives of management, Goldman Sachs, Skadden and other Company Board members in attendance. At this meeting, management discussed with the Finance Committee and other Company Board members potential opportunities and risks associated with the Management Model. The Finance Committee confirmed that Goldman Sachs should continue to utilize the previously prepared Management Model, as updated pursuant to the instructions provided to Goldman Sachs on December 13, 2024 in connection with any future financial analysis of the Company.

Following a request from Bidder B, and following consultation with the Company’s management team, on January 18, 2025, representatives of Skadden shared an issues list with representatives of Bidder B Legal Advisors, which addressed certain areas where the Company wanted Bidder B to adjust its position, including with respect to the Company Board’s ability to make an adverse recommendation change, the parties’ required efforts to obtain regulatory approvals, the size and triggers of the Company termination fee and reverse termination fee, the scope of restrictions applicable to the Company in the period between signing and closing and the scope of representation and warranties to be made by the Company. Also on January 18, 2025, Goldman Sachs delivered to the Company a customary relationship disclosure letter summarizing Goldman Sachs’ material relationships with Berkshire, Warburg, Bidder A, Bidder B, Bidder C, Bidder D and Bidder E. On January 21, 2025, representatives of Skadden shared a revised draft of the merger agreement with representatives of Bidder B Legal Advisors, which addressed, among other things, the issues flagged in the issues list shared with representatives of Bidder B Legal Advisors on January 18, 2025.

On January 22, 2025, representatives of Skadden shared revised drafts of the merger agreement with each of the Bidder A Legal Advisors and Bidder C Legal Advisors. Generally, each of the revised drafts addressed, among other things, the parties’ required efforts to obtain regulatory approvals, the Company’s ability to engage in discussions regarding an alternative proposal, the Company’s ability to terminate the merger agreement and accept a superior proposal, the size and triggers of the Company termination fee and reverse termination fee, the scope of restrictions applicable to the Company in the period between signing and closing and the scope of representation and warranties to be made by the Company. Also, the revised draft shared with representatives of Bidder A Legal Advisors addressed comments on the provisions relating to Bidder A’s planned separation planning of the Company.

On January 23, 2025, representatives of Kirkland submitted an initial markup of the merger agreement on behalf of the Buyers, which, among other things, expanded the scope of the no-shop provision, limited the circumstances under which the Company could engage in discussions regarding an alternative proposal and under which a proposal would be considered a superior proposal, modified the size and triggers of the Company termination fee (proposing a fee of 3.75% of the Company’s equity value) and reverse termination fee (proposing a fee of 6.00% of the Company’s equity value) and expanded the scope of restrictions applicable to the Company in the period between signing and closing and the scope of representation and warranties to be made by the Company.

Also on January 23, 2025, at the request of certain bidders, Company management provided to representatives of Goldman Sachs and, at the request of Company management, representatives of Goldman Sachs provided to all of the bidders remaining in the process information that showed the amount of certain non-recurring sales of intellectual property that were included in the Management Model so that the bidders could deduct such revenues from the unaudited forecasted financial information of the Company for fiscal year 2026 through fiscal year 2029 contained in the previously shared Management Model.

On January 24, 2025, representatives of Bidder C Legal Advisors shared a second round markup of the merger agreement with representatives of Skadden, while representatives of Bidder B Legal Advisors shared a third round markup of the merger agreement with representatives of Skadden. Generally, each of the revised drafts addressed, among other things, the parties’ required efforts to obtain regulatory approvals, the fiduciary out provisions, the size and triggers of the Company termination fee and reverse termination fee, the scope of restrictions applicable to the Company in the period between signing and closing and the scope of representation and warranties to be made by

the Company. Also, the revised draft shared by representatives of Bidder C Legal Advisors included a cooperation covenant obligating the Company, subject to certain exceptions, to use its reasonable best efforts to cooperate with Bidder C in the period between signing and closing in connection with its potential divestures of Company subsidiaries to third parties post-closing.

On January 24, 2025, the Finance Committee held a videoconference meeting with representatives of management, Goldman Sachs, Skadden and other Company Board members in attendance. Representatives of Goldman Sachs reviewed the status of discussions with the remaining bidders, and representatives of Skadden presented an overview of the merger agreement draft, including certain open matters with the remaining bidders. These open matters, among other things, related to the plans to separate the business by certain bidders; the amount of the termination fees and situations in which such termination fees would be payable; the length of the tail period during which a termination fee would be payable in certain circumstances; obligations of the bidders to pay certain comparable benefits and severance post closing; regulatory efforts and remedies; ability to settle litigation without bidder consent and the breadth of representations and warranties from the Company and restrictions on the Company’s business pending closing.

On January 25, 2025, representatives of Bidder C Legal Advisors shared a proposed equity commitment letter and limited guarantee.

On January 27, 2025, representatives of Skadden shared revised drafts of the merger agreement with representatives of Kirkland on behalf of Buyers, representatives of Bidder B Legal Advisors and representatives of Bidder C Legal Advisors. Generally, each of the revised drafts addressed, among other things, the parties’ required efforts to obtain regulatory approvals, the fiduciary out provisions, the Company’s ability to terminate the merger agreement and accept a superior proposal, the size and triggers of the Company termination fee and reverse termination fee, the scope of restrictions applicable to the Company in the period between signing and closing and the scope of representation and warranties to be made by the Company, and two of the drafts addressed post-closing employee benefits provisions. With regard to the revised draft of the merger agreement shared by representatives of Skadden with representatives of Kirkland, the draft included a Company termination fee of 3.00% of the Company’s equity value and a reverse termination fee of 7.00% of Company’s equity value. The revised drafts of the merger agreement shared with representatives of Bidder B Legal Advisors and Bidder C Legal Advisors included a Company termination fee of 3.00% of the Company’s equity value and a reverse termination fee of 6.50% of Company’s equity value. Also, the revised draft of the merger agreement shared with representatives of Bidder C Legal Advisors provided for additional limitations on the Company’s obligation to cooperate with Bidder C in connection with its separation planning and included provisions clarifying that the consummation of the separation would not be a condition to the Closing.

Also on January 27, 2025, Kirkland shared a proposed draft of the form Voting and Support Agreement with Skadden, which would be entered into by certain members of the Company’s senior management.

Also on January 27, 2025, one of the members of the consortium comprising Bidder A informed representatives of Goldman Sachs that Bidder A would not be submitting a bid.

On January 28, 2025, representatives of Skadden shared revised drafts of the equity commitment letter and limited guarantee with representatives of Bidder C Legal Advisors and a revised draft of the form Voting and Support Agreement with Kirkland, which, among other things, limited the individuals that would be executing such agreements to certain members of the Company’s senior management.

On January 29, 2025, each of Bidder B and the Buyers submitted revised proposals and revised drafts of the merger agreement and other transaction documents. Bidder B increased its offer price from $20.25 to $21.75 per share. The Buyers increased their offer price from $20.50 to $22.50 per share.

Also on January 29, 2025, Bidder C informed representatives of Goldman Sachs that they would not be submitting a bid.

On January 30, 2025, the Buyers formed Parent and Merger Sub as the parties that would ultimately enter into the Merger Agreement with the Company.

On January 31, 2025, the Company Board held a videoconference meeting with representatives of management, Goldman Sachs and Skadden to discuss the bids received from each of Bidder B and the Buyers. Prior to this meeting, representatives of Goldman Sachs provided representatives of Company management and the Company Board with an updated relationship disclosure letter summarizing Goldman Sachs’ material relationships with Berkshire,

Warburg Pincus and Bidder B. Members of the Company Board were given an opportunity to ask questions regarding these relationship disclosures during the meeting. At this meeting, representatives of Goldman Sachs also reviewed its preliminary financial analysis of the Company, based on the latest Company management projections, and provided an update on the process, during which they noted that both of the remaining bidders had raised the price per share they were willing to pay in their latest bids. Representatives of Skadden then reviewed with the Company Board their fiduciary duties under Delaware law in the context of their consideration of a potential transaction, and the principal terms of the draft merger agreements from each of the two remaining bidders, as well as the other transaction documents received from the Buyers, including the terms of the proposed debt and equity financing documentation and Voting and Support Agreement received from Buyers. In addition, representatives of Skadden provided an update on the anticipated timing for regulatory approval of a transaction with each of the two bidders and discussed the regulatory efforts standard each of the bidders had proposed and the related protections in the draft merger agreements. Following discussions with its advisors, and given the amount of time and effort each of the bidders had invested in evaluating the Company and given how close the two bids were to one another and the expectation that they each had some value left for a final round, the Company Board instructed Goldman Sachs to go back to each of the bidders and provide them with another opportunity to raise their price by the morning of February 1, 2025 and submit revised drafts of all transaction documents addressing final legal points that would be raised with each of their counsel by Skadden. The Company Board also confirmed the financial projections that should be utilized by Goldman Sachs for purposes of its financial analyses and fairness opinion.

Between January 29, 2025 and February 1, 2025, the Company’s and Bidder B’s respective management teams and legal and other advisors engaged in extensive negotiations regarding the terms of the proposed merger agreement. During the course of the negotiations, areas of discussion and negotiation between the parties included, among other things, the parties’ required efforts to obtain regulatory approvals, the Company’s ability to terminate the merger agreement and accept a superior proposal, the size and triggers of the Company termination fee and the reverse termination fee, the Company’s obligations with respect to the operation of its business during the period between the signing of the merger agreement and the consummation of the merger, the scope of the restrictions applicable to actions taken by the Company during the period between the signing of the merger agreement and the consummation of the merger, the termination provisions, the representations and warranties to be made by the parties and the provisions regarding certain employee-related matters.

Also between January 29, 2025 and February 1, 2025, the Company’s and the Buyers’ respective management teams and legal and other advisors engaged in extensive negotiations regarding the terms of the proposed merger agreement and the other transaction documentation, including the proposed equity commitment letter, the proposed limited guarantee, the proposed debt commitment letters and the proposed Voting and Support Agreement. During the course of the negotiations, areas of discussion and negotiation between the parties included, among other things, certain reimbursement caps, which, if reached, would limit Buyers’ reimbursement obligations to the Company, the Company’s ability to terminate the merger agreement and accept a superior proposal, the size and triggers of the Company termination fee and the reverse termination fee, the Company’s obligations with respect to the operation of its business during the period between the signing of the merger agreement and the consummation of the merger, the scope of the restrictions applicable to actions taken by the Company during the period between the signing of the merger agreement and the consummation of the merger, the termination provisions, the representations and warranties to be made by the parties and the provisions regarding certain employee-related matters.

In the afternoon of February 1, 2025, each of Bidder B and the Buyers submitted a revised proposal and revised drafts of the merger agreement and other transaction documents. Bidder B increased its offer price from $21.75 to $23.25 per share. The Buyers increased the offer price from $22.50 to $23.50 per share.

Later in the day on February 1, 2025, the Company Board held a videoconference meeting with representatives of management, Goldman Sachs and Skadden to discuss the revised bids received from each of Bidder B and the Buyers. Representatives of Goldman Sachs reviewed the proposals received from each of Bidder B and the Buyers. Representatives of Skadden presented a summary of the transaction documentation, including the remaining open points with each bidder. With regard to the revised draft of the merger agreement shared by representatives of Kirkland, the draft addressed, among other things, the Company’s ability to terminate the merger agreement, the scope of restrictions applicable to the Company in the period between signing and closing and limitations on the Buyers’ aggregate liability under the merger agreement, and included a Company termination fee of 3.25% of the Company’s equity value and a reverse termination fee of 6.50% of Company’s equity value. Following discussion, the Company Board determined to proceed toward execution with the Buyers because of their higher offer price,

subject to further negotiation with the Buyers to finalize the merger agreement and related disclosure schedules, including merger agreement provisions related to the circumstances in which termination fees are payable, and additional recourse rights and obligations of the parties related to termination fees, monetary damages and expenses.

Following such meeting on February 1, 2025, as instructed by the Company Board, representatives of Goldman Sachs notified Bidder B that Bidder B was not the higher bidder, and notified the Buyers that, subject to satisfactory agreement on the last open issues from their merger agreement proposal, the Company Board was willing to move forward to finalize the terms of the merger agreement with the Buyers.

In the evening of February 1, 2025, representatives of Skadden, Kirkland, Goldman Sachs and the Buyers attended a teleconference to discuss the remaining open points in the merger agreement.

While that teleconference with Buyers was ongoing, on February 1, 2025, Bidder B notified representatives of Goldman Sachs that Bidder B was willing to increase its proposal to $24.00 per share.

Representatives of Goldman Sachs informed Mr. Crowley, who in turn informed the lead independent director on the Company Board, of this development and, as instructed by them, representatives of Goldman Sachs communicated to the Buyers on the evening of February 1, 2025 that the Company was no longer going to proceed towards execution with them and invited the Buyers and Bidder B each to submit a best and final offer by 9:00 a.m. Eastern Time on February 2, 2025, along with final drafts of all transaction documents, such that the Company Board could meet following the receipt of the final bids, evaluate each, select a winning bidder and, shortly thereafter, the Company could execute the transaction documents.

In the morning of February 2, 2025, each of Bidder B and the Buyers submitted revised final proposals. From the proposals submitted on February 1, 2025, Bidder B increased its offer price from $24.00 to $25.00 per share and the Buyers increased their offer price from $23.50 to $26.00 per share.

Also in the morning of February 2, 2025, following the receipt of the final proposals from each of the final two bidders, the Company convened a videoconference meeting of the Company Board with representatives of management, Goldman Sachs and Skadden in attendance. At this meeting, representatives of Goldman Sachs reviewed the final bids received from each of the bidders and confirmed that they were told these were the best and final offers from each of the bidders. Representatives of Skadden then reviewed the principal terms of the draft merger agreements from Buyers, including changes to terms described to the Company Board at the last meeting, which had been addressed with Buyers and their counsel. In particular, in connection with their increase in share price, the Buyers were insisting on increasing the termination fee (proposing a fee of 3.90% of the Company’s equity value) that the Company would pay in certain circumstances, including in the event it terminated the merger agreement to accept a superior proposal or it materially breached the no shop provisions in the merger agreement. During this meeting, the Company Board asked that a representative of Goldman Sachs get clarification on the Buyers’ position on another issue; a representative of Goldman Sachs briefly left the meeting to get such clarification (a point in favor of the Company), and reported back to the Company Board. Representatives of Skadden also reviewed the principal terms of the other transaction documents received from the Buyers. Following such discussion, the Company Board agreed that the offer from the Buyers of $26.00 per share was superior to the offer from Bidder B of $25.00 per share. The Company Board determined that given the increase in the price per share that was offered, and recognizing that the Buyers appeared to present a faster closing timeline and greater closing certainty than Bidder B, it was willing to accept the proposed termination fee, but asked that Company management and its advisors try to lower the fee if possible, but to agree to it if insisted upon by the Buyers.

Representatives of Goldman Sachs then reviewed with the Company Board Goldman Sachs’ financial analysis and rendered to the Company Board Goldman Sachs’ oral opinion, subsequently confirmed in writing, that, as of February 2, 2025, and based upon and subject to the factors and assumptions set forth therein, the $26.00 in cash per share to be paid to the holders (other than Parent and its affiliates) of Company Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders, as described in more detail in the section entitled “The Merger – Opinion of the Company’s Financial Advisor”.

Representatives of Skadden then again reviewed with the Company Board their fiduciary duties under Delaware law in the context of their consideration of the potential transaction. Following discussion, and after taking into consideration the information provided by and discussed with Company management and advisors, including the factors described below in greater detail in the section entitled “The Merger—Recommendation of the Company Board and Reasons for the Merger” beginning on page 43 of this Proxy Statement, the Company Board unanimously

(i) determined that the terms of the Merger Agreement, the Merger and the other transactions contemplated thereby were fair and in the best interests of the Company and its stockholders, (ii) approved and declared advisable the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the transactions contemplated thereby, including the Merger and (iii) recommended that the Company’s stockholders vote in favor of the adoption and approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, at the Company Stockholders Meeting.

During this meeting, members of Company management discussed with the Company Board the proposed communications strategy in connection with the announcement of the potential transaction.

Following the meeting of the Company Board on February 2, 2025, representatives of Buyers, Company management, Skadden, Kirkland and Goldman Sachs participated in a videoconference and finalized the Merger Agreement and other transaction documents. In connection with its final discussions, the Company requested that the termination fee to be paid by the Company in certain circumstances set forth in the merger agreement be lowered and the Buyers refused; after further discussion, the Buyers agreed to lower the fee from $80.99 million to $80 million. Thereafter, the Merger Agreement and the other transaction documents were executed in the afternoon of February 2, 2025. Before the opening of financial markets in New York on February 3, 2025, the parties issued a press release announcing the transaction.

In recommending that the Company’s stockholders vote in favor of the Merger proposal, the Company Board considered a number of potentially positive factors, including, but not limited to, the following (not necessarily in order of relative importance):

The following list of potential negative factors and risks relating to the Merger is illustrative and for discussion purposes only.

The Company Board considered and balanced against the potentially positive factors a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the Merger and the other transactions contemplated by the Merger Agreement, including, but not limited to, the following (not necessarily in order of relative importance):

After taking into account all of the factors set forth above, as well as others, the Company Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger were outweighed by the potential benefits of the Merger to the Company’s stockholders.

The foregoing discussion of factors considered by the Company Board is not intended to be exhaustive but summarizes the material factors considered by the Company Board. In light of the variety of factors considered in connection with their evaluation of the Merger Agreement and the Merger, the Company Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching their determinations and recommendations. Moreover, each member of the Company Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Company Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support their ultimate determinations. The Company Board based their recommendations on the totality of the information presented, including thorough discussions with, and questioning of, the Company’s senior management and the Company Board’s financial advisor and outside legal counsel. It should be noted that this explanation of the reasoning of the Company Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 24 of this Proxy Statement.

Goldman Sachs rendered its opinion to the Company Board that, as of February 2, 2025 and based upon and subject to the factors and assumptions set forth therein, the $26.00 in cash per share to be paid to the holders (other than Parent and its affiliates) of Company Common Stock pursuant to the Merger Agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated February 2, 2025, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex B. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Company Board in connection with its consideration of the Merger. Goldman Sachs’ opinion is not a recommendation as to how any holder of Company Common Stock should vote with respect to the Merger, or any other matter.

In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

Goldman Sachs also held discussions with members of the senior management of the Company regarding their assessment of the past and current business operations, financial condition and future prospects of the Company; reviewed the reported price and trading activity for Company Common Stock; compared certain financial and stock market information for the Company with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the aerospace industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

For purposes of rendering its opinion, Goldman Sachs, with the Company’s consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by, it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed, with the Company’s consent, that the Forecasts and the Tax Attribute Forecasts were reasonably prepared on a basis reflecting the best then-available estimates and judgments of the management of the Company. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of the Company or any of its subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the Merger will be obtained without any adverse effect on the expected benefits of the Merger in any way meaningful to its analysis. Goldman Sachs also assumed that the Merger will be consummated on the terms set forth in the Merger Agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

Goldman Sachs’ opinion does not address the underlying business decision of the Company to engage in the Merger or the relative merits of the Merger as compared to any strategic alternatives that may be available to the Company; nor does it address any legal, regulatory, tax or accounting matters. Goldman Sachs’ opinion addresses only the fairness from a financial point of view, as of the date of the opinion, of the $26.00 in cash per share to be paid to such holders pursuant to the Merger Agreement. Goldman Sachs’ opinion does not express any view on, and does not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection with the Merger, including the fairness of the Merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of the Company; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of the Company, or class of such persons in connection with the Merger, whether relative to the $26.00 in cash per share to be paid to the holders (other than Parent and its affiliates) of Company Common Stock pursuant to the Merger Agreement or otherwise. Goldman Sachs’ opinion is necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Goldman Sachs as of, the date of its opinion and Goldman Sachs assumes no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which Company Common Stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on the Company or Parent or the Merger, or as to the impact of the Merger on the solvency or viability of the Company or Parent or the ability of the Company or Parent to pay their respective obligations when they come due. Goldman Sachs’ opinion was approved by a fairness committee of Goldman Sachs.

The following is a summary of the material financial analyses delivered by Goldman Sachs to the Company Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs’ financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before January 31, 2025, the last trading day before the public announcement of the Merger and is not necessarily indicative of current market conditions.

Historical Stock Trading Analysis. Goldman Sachs analyzed the $26.00 in cash to be paid to the holders of Company Common Stock pursuant to the Merger Agreement in relation to:

To derive the hypothetical undisturbed stock price of Company Common Stock, Goldman Sachs calculated the stock price performance of Company Common Stock in excess of the S&P 500 Index on October 10, 2024, the trading day during which Bloomberg reported that the Company was in preliminary discussions regarding a potential transaction, being an amount of $2.49 per share of Company Common Stock, and subtracted this per share amount from the price of Company Common Stock on October 10, 2024. Goldman Sachs then calculated the performance of Company Common Stock between October 10, 2024 and January 31, 2025, and applied such performance to the reduced October 10, 2024 price.

This analysis indicated that the $26.00 in cash per share to be paid to the holders of Company Common Stock pursuant to the Merger Agreement represented:

Illustrative Discounted Cash Flow Analysis. Using the Forecasts and the Tax Attributes Forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on the Company to derive a range of illustrative present values per share. Using the mid-year convention for discounting cash flows and discount rates ranging from 12% to 13%, reflecting estimates of the Company’s weighted average cost of capital, Goldman Sachs discounted to present value as of December 31, 2024 (i) estimates of unlevered free cash flow for the Company for the fiscal years 2025 through 2029 as reflected in the Forecasts and (ii) a range of illustrative terminal values for the Company, which were calculated by applying perpetuity growth rates ranging from 4.0% to 5.5%, to a terminal year estimate of the unlevered free cash flow to be generated by the Company, as reflected in the Forecasts (which analysis implied terminal year earnings before interest, taxes, depreciation and amortization (“EBITDA”) exit multiples ranging from 7.5x to 10.3x). In addition, using a discount rate of 13.6%, reflecting an estimate of the Company’s cost of equity, Goldman Sachs discounted to present value as of December 31, 2024 the estimated benefits of certain tax attributes of the Company for the fiscal years 2025 through 2031, as reflected in the Tax Attributes Forecasts. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the Forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived discount rates reflecting estimates of the Company’s weighted average cost of capital, by application of the capital asset pricing model (“CAPM”), which requires certain company-specific inputs, including the Company’s target capital structure weightings, the cost of long-term debt, after-tax yield on permanent excess cash, if any, future applicable marginal cash tax rate and a beta for the Company, as well as certain financial metrics for the United States financial markets generally. Goldman Sachs also derived discount rates reflecting an estimate of the Company’s cost of equity by application of the CAPM, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally.

Goldman Sachs derived ranges of illustrative enterprise values for the Company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the Company the amount of the Company’s net financial debt as of December 31, 2024 and the tax-effected present value of pension obligations, each as provided by and approved for Goldman Sachs’ use by the management of the Company, calculated by discounting to December 31, 2024 the estimated annual pension payments for the years 2025 through 2030, using a discount rate of 8.5%, reflecting an estimate of the Company’s pre-tax cost of debt. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of the Company Common Stock, as provided by and approved for Goldman Sachs’ use by the management of the Company, using the treasury stock method, to derive a range of illustrative present values per share ranging from $17 to $25. 

Illustrative Present Value of Future Share Price Analysis. Using the Forecasts, Goldman Sachs performed an illustrative analysis of the implied present value of an illustrative future value per share. For this analysis, Goldman Sachs first calculated the implied enterprise value for the Company as of March 31 for each of the fiscal years 2025 through 2027, by applying a range multiples of illustrative enterprise value (“EV”) to next twelve (12) month (“NTM”) EBITDA plus before pension expense or benefit (excluding pension charges already adjusted in Adjusted EBITDA) (“EBITDAP”) (“NTM EV/EBITDAP”) of 10.0x to 12.0x to estimates of the Company’s NTM EV/EBITDAP for each of the fiscal years 2026 through 2028. This illustrative range of NTM EV/EBITDAP multiple estimates was derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical NTM EV/EBITDAP multiples for the Company.

Goldman Sachs then subtracted the amount of the Company’s net financial debt and tax-affected pension obligations for each of the fiscal years 2025 through 2027, each as provided by and approved for Goldman Sachs’ use by the management of the Company, from the respective implied enterprise values in order to derive a range of illustrative equity values as of March 31 for the Company for each of the fiscal years 2025 through 2027. Goldman Sachs then divided these implied equity values by the projected year-end number of fully diluted outstanding Company Common Stock for each of the fiscal years 2025 through 2027, calculated using information provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of implied future values per share. Goldman Sachs then discounted these implied future equity values per share to December 31, 2024, using an illustrative discount rate of 13.6%, reflecting an estimate of the Company’s cost of equity. Goldman Sachs derived such discount rate by application of the CAPM, which requires certain Company-specific inputs, including a beta for the Company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values per share ranging from $17 to $27.

Selected Transactions Analysis. Goldman Sachs analyzed certain information relating to the following selected transactions in the aerospace industry since 2015. For each of the selected transactions, Goldman Sachs calculated and compared the implied enterprise value of the applicable target company based on the consideration paid in the transaction as a multiple of the target company’s LTM adjusted EBITDA based on information in public filings, press releases and investor relations documents. While none of the companies that participated in the selected transactions are directly comparable to the Company, the companies that participated in the selected transactions are companies with operations that, for the purposes of analysis, may be considered similar to certain of the Company’s results, market sizes and product profile.

The following table presents the results of this analysis:

Based on the results of the foregoing calculations and Goldman Sachs’ professional judgment and experience, Goldman Sachs applied a reference range of EV/LTM adjusted EBITDA multiples of 13.0x to 16.3x to the Company’s LTM EBITDAP as of December 31, 2024, as provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a range of implied enterprise values for the Company. Goldman Sachs then subtracted the net debt and tax-affected pension obligations of the Company as of December 31, 2024, as provided by and approved for Goldman Sachs’ use by the management of the Company, and divided the result by the number of fully diluted outstanding Company Common Stock as of December 31, 2024, as provided by and approved for Goldman Sachs’ use by the management of the Company, to derive a reference range of implied values per share of $17 to $24.

Premia Paid Analysis. Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for all-cash acquisition transactions announced from March 2015 through January 2025 involving a public company based in the United States as the target where the disclosed enterprise values for the transaction were between $1.0 billion and $10.0 billion. This analysis excluded transactions with premia greater than 400% relative to the target’s last undisturbed closing price prior to announcement and financial institution and real estate acquisition transactions, using information obtained from Thomson Reuters. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25^th percentile and 75^th percentile premia of the price paid in the all-cash transactions relative to the target’s last undisturbed closing stock price prior to announcement of the transaction (the “Unaffected Prices”) and to the highest trading price for the target’s shares over the 52-week period ending on the date of the target’s last undisturbed closing share price (the “52 Week High Prices”). This analysis indicated a median premium of 35% for the Unaffected Prices and 7% for the 52 Week High Prices across the period. This analysis also indicated a 25^th percentile premium of 20% for the Unaffected Prices and a discount of 4% for the 52 Week High Prices and a 75^th percentile premium of 59% for the Unaffected Prices and 20% for the 52 Week High Prices across the period. 

Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 20% to 59% to the hypothetical undisturbed stock price per share on January 31, 2025 of $16.25 and calculated a range of implied equity values per share of $20 to $26. In addition, Goldman Sachs applied a reference range of illustrative discounts/premiums of negative 4% to positive 20% to the highest closing price per share for the 52-week period ending October 10, 2024 of $17.51, and calculated a range of implied equity values per share of $17 to $21.

The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs’ opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to the Company or Parent or the contemplated transaction.

Goldman Sachs prepared these analyses for purposes of Goldman Sachs providing its opinion to the Company Board as to the fairness from a financial point of view of the $26.00 in cash per share to be paid to the holders (other than Parent and its affiliates) of Company Common Stock pursuant to the Merger Agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of the Company, Parent, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecasts.

The Merger Consideration was determined through arm’s-length negotiations between the Company and Parent and was approved by the Company Board. Goldman Sachs provided advice to the Company during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to the Company or the Company Board or that any specific amount of consideration constituted the only appropriate consideration for the Merger.

As described above, Goldman Sachs’ opinion to the Company Board was one of many factors taken into consideration by the Company Board in making its determination to approve the Merger Agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex B.

Goldman Sachs and its affiliates are engaged in advisory, underwriting, lending and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of the Company, Parent, any of their respective affiliates and third parties, including Warburg Pincus and Berkshire, each a significant stockholder of Parent, and any of their respective affiliates and, as applicable, portfolio companies, or any currency or commodity that may be involved in the transaction contemplated by the Merger Agreement. Goldman Sachs acted as financial advisor to the Company in connection with, and participated in certain of the negotiations leading to, the transaction contemplated by the Merger Agreement. Goldman Sachs has provided certain financial advisory and/or underwriting services to the Company and its affiliates from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as a bookrunner with respect to a public offering of senior secured notes of the Company in February 2023 and as financial advisor to the Company with respect to the sale of its Product Support business to AAR Corp. in March 2024. During the two (2) year period ended February 2, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to the Company and/or its affiliates of approximately $13 million. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Warburg Pincus and its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as financial advisor to a consortium that includes Warburg Pincus, with respect to the consortium’s acquisition of TIAA Bank in August 2023; as lead arranger with respect to a term loan facility of Sotera Health LLC, a portfolio company of Warburg Pincus, in May 2024; as lead arranger for the issuance by Sotera Health LLC, a portfolio company of Warburg Pincus, of its senior secured notes in May 2024; as lead arranger with respect to a term loan facility of Ensemble RCM LLC, an affiliate of a portfolio company of Warburg Pincus and Berkshire, in June 2024; as co-manager with respect to a public offering by a subsidiary of Wildfire Energy I LLC, a portfolio company of Warburg Pincus, of its senior notes in September 2024; as financial advisor to AA PLC, a portfolio company of Warburg Pincus, with respect to its sale of a minority stake to Stonepeak Partners LP in July 2024; and as a bookrunner in connection with the issuance by Connect Finco SARL and Connect U.S. Finco LLC, affiliates of Inmarsat PLC, a former portfolio company of Warburg Pincus, of senior secured notes in September 2024. During the two (2) year period ended February 2, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Warburg Pincus and/or its affiliates of approximately $35 million, as determined by Goldman Sachs based on its books and records. Goldman Sachs also has provided certain financial advisory and/or underwriting services to Berkshire and/or its affiliates and portfolio companies from time to time for which Goldman Sachs Investment Banking has received, and may receive, compensation, including having acted as bookrunner with respect to a term loan facility of Ensemble RCM LLC, an affiliate of a portfolio company of Warburg Pincus and Berkshire, in January 2024; as lead arranger with respect to a term loan facility of Ensemble RCM LLC, an affiliate of a portfolio company of Warburg Pincus and Berkshire, in June 2024; as financial advisor to SRS Distribution Inc., a portfolio company of Berkshire, with respect to its sale to Home Depot, Inc. in June 2024; as financial advisor to Kendra Scott LLC, a portfolio company of Berkshire, with respect to its sale of a minority stake to 65 Equity Partners in September 2024; and as bookrunner with respect to a term loan facility of Asurion, LLC, a portfolio company of Berkshire, in October 2024. During the two (2) year period ended February 2, 2025, Goldman Sachs has recognized compensation for financial advisory and/or underwriting services provided by Goldman Sachs Investment Banking to Berkshire and/or its affiliates of approximately $43 million, as determined by Goldman Sachs based on its books and records. Goldman Sachs may also in the future provide financial advisory and/or underwriting services to the Company, Parent, Warburg Pincus, Berkshire, and their respective affiliates and as applicable, portfolio companies, for which Goldman Sachs Investment Banking may receive compensation. As of February 2, 2025, affiliates of Goldman Sachs were co-invested with Warburg Pincus and/or its affiliates and were invested in limited partnership units of affiliates of Warburg Pincus and Berkshire and may do so in the future.

The Company Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the Merger. Pursuant to a letter agreement dated November 8, 2024, the Company engaged Goldman Sachs to act as its financial advisor in connection with the contemplated Merger. The engagement letter between the Company and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $53 million, $3 million of which became payable at announcement of the Merger, and the remainder of which is contingent upon consummation of the Merger. In addition, the Company has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys’ fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

In connection with the Company’s review of strategic alternatives, the Company’s management prepared unaudited forecasted financial information of the Company for fiscal year 2025 through fiscal year 2029, which were used by the Company Board in connection with its review of strategic alternatives (collectively with the updates thereto described in this paragraph, the “Company Projections”). The Company Projections were prepared, treating the Company on a stand-alone basis without giving effect to, and as if the Company never contemplated, the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the effect of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. The Company Projections were initially prepared in September 2024 and shared with bidders in October 2024. An updated financial forecast for fiscal year ending March 31, 2025 was shared with the bidders on December 13, 2024 to be used to update the Company Projections previously prepared in September 2024. On January 23, 2025, at the request of certain bidders, and with the concurrence of the Finance Committee, information was provided to such bidders and Goldman Sachs to back out certain non-recurring sales of intellectual property from the unaudited forecasted financial information of the Company for fiscal year 2026 through fiscal year 2029 contained in the Company Projections. In addition, as described in the section of this Proxy Statement entitled “The Merger—Background of the Merger” beginning on page 31 of this Proxy Statement, at the direction of the Company Board, this information comprising the Company Projections was made available to potential counterparties then in the process, including Warburg Pincus and Berkshire, in connection with their due diligence review of a potential transaction.

The Company Projections used as the basis for the discounted cash flow valuation relied on a forecast developed through the Company’s annual short-term and long-term planning cycle, which commences in the third fiscal quarter of each year and concludes with a review by the Company Board of (x) the five-year strategic plan and (y) the preliminary annual operating plan in the fourth (4th) fiscal quarter (and were later updated, as noted in the preceding paragraph). The Company Projections were based on assumptions about the Company’s continued operation as a standalone, publicly traded company. No future divestitures or acquisitions were contemplated in the Company Projections.

The forecast methodology employed, consistent with prior years, involved the generation of estimates for the following five (5) year period at the operating company level. Operating company level forecast assumptions take into account macroeconomic factors, relevant industry trends and forecast data, key platform and program dynamics, improvements in operational execution and new product development life cycles. Forecast aggregation is performed at the business segment level and integrated into an enterprise level forecast incorporating adjustments based on the judgment of the Company’s corporate leadership.

The Company Projections include the following assumptions and estimates:

Other key financial metrics as reflected in management’s forecast are as follows:

The following table presents a summary of the Company Projections:

The Company Projections were provided to, and authorized by the Company Board for use and reliance by, Goldman Sachs for purposes of preparing its financial analyses and fairness opinion in connection with the Merger, as described in more detail in the section entitled “The Merger - Opinion of the Company’s Financial Advisor” beginning on page 48 of this Proxy Statement. During the course of the diligence process, the Company also provided potential upsides to management projections, with estimated revenues ranging between $1,490 million in 2026 to $1,891 million in 2029 and EBITDA ranging between $274 million in 2026 to $498 million in 2029. Given the preliminary nature of the work done to illustrate potential upsides, and the not yet estimable costs to achieve such upsides and the risks associated with achieving such upsides (including risks relating to the ability to achieve price increases, the rate of inflation and material costs, the level of demand from OEM customers, and risks and costs associated with refinancing that would be necessary), Goldman Sachs was instructed not to use such information for purposes of preparing its financial analyses and fairness opinion in connection with the Merger.

The Company Projections were not prepared with a view toward public disclosure, and are included in this Proxy Statement only because such information was made available, in whole or in part, to (i) potential buyers, including Warburg Pincus and Berkshire, in connection with their due diligence review of the Company and/or (ii) Goldman Sachs, as applicable. The Company Projections were not prepared with a view toward compliance with generally accepted accounting principles as applied in the United States (“GAAP”), the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. Furthermore, Ernst & Young, LLP, our independent auditor, has not examined, reviewed, compiled or otherwise applied procedures to the Company Projections and, accordingly, assumes no responsibility for, and expresses no opinion on them. The Company Projections included in this Proxy Statement have been prepared by, and are the responsibility of, our management. The Company Projections were prepared solely for internal use of the Company and are subjective in many respects. Although a summary of the Company Projections was prepared with numerical specificity, it reflects numerous variables, assumptions and estimates as to industry performance, general business, economic, regulatory, market and financial conditions and other future events, including, but not limited to, the Company’s customers estimated production build rates, trends on aftermarket demand, future contractual negotiations, and inflation, as well as matters specific to the Company’s business made by the Company’s management that it believed were reasonable at the time the Company Projections were prepared, taking into account the relevant information available to management at the time. However, this information is not fact and should not be relied upon as being necessarily indicative of actual future results. Important factors that may affect actual results and cause the Company Projections not to be achieved include, among other factors, adverse economic conditions; an increase in the cost or decrease in the availability of raw materials; changes in the competitive environment; economic, political or regulatory changes

in the countries in which the Company operates; difficulties, delays or unexpected costs in completing the Company’s capital investment; potential adverse effects or changes to relationships with customers, employees, suppliers or other parties, including a decline in business with key customers such as Boeing; and other factors as set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 24 of this Proxy Statement, as well as the risk factors included in the Company’s periodic filings with the SEC.

In addition, the Company Projections do not take into account any circumstances or events occurring after the date that they were prepared. There can be no assurance that the Company Projections will be realized, and actual results may be materially better or worse than those contained in the Company Projections. Portions of the Company Projections cover multiple years. Such information by its nature becomes less predictive with each successive year. The inclusion of this information should not be regarded as an indication that the Company, the Company Board, Goldman Sachs or any other recipient of this information considered, or now considers, the Company Projections to be predictive of actual future results. Except to the extent required by applicable federal securities laws, the Company does not intend to update or otherwise revise the Company Projections to reflect circumstances existing after the date that such information was prepared or to reflect the occurrence of future events, even in the event that any or all of the underlying assumptions are shown to be in error. The summary of the Company Projections is not included in this Proxy Statement in order to induce any stockholder to vote in favor of the proposal to adopt the Merger Agreement or any of the other proposals to be voted on at the Special Meeting. In light of the foregoing factors and the uncertainties inherent in the Company Projections, stockholders are cautioned not to place undue, if any, reliance on the Company Projections included in this Proxy Statement. The Company Projections may differ from publicized analyst estimates and forecasts. Stockholders should evaluate the Company Projections, if at all, in conjunction with the Company’s historical financial statements and other information regarding the Company contained in the Company’s public filings with the SEC. The unaudited prospective financial information may not be consistent with the Company’s historical operating data as a result of the assumptions utilized in preparing such information. The Company Projections are forward-looking statements, as set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” beginning on page 24 of this Proxy Statement. For additional information, see also the sections entitled “Where You Can Find More Information” and “The Merger - Recommendation of the Company Board and Reasons for the Merger” beginning on pages 106 and 43, respectively, of this Proxy Statement.

Certain of the measures included in the Company Projections may be considered non-GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDAP and unlevered free cash flow. Adjusted EBITDA is income (loss) from continuing operations before interest and gains or losses on debt modification and extinguishment, income taxes, amortization of acquired contract liabilities, costs incurred pertaining to shareholder cooperation agreements, consideration payable to customer related to divestitures, legal contingency losses (including legal judgments and settlements), gains/loss on divestitures, gains/losses on warrant remeasurements and warrant-related transaction costs, share-based compensation expense, depreciation and amortization (including impairment of long-lived assets), and the effects of certain pension charges such as curtailments, settlements, withdrawals, and other early retirement incentives. Adjusted EBITDAP is Adjusted EBITDA before pension expense or benefit (excluding pension charges already adjusted in Adjusted EBITDA). The Company Projections also contain unlevered free cash flow as a key factor in the Company’s planning for and consideration of strategic acquisitions and the repayment of debt. Unlevered free cash flow is calculated by adjusting cash flow from operations in accordance with GAAP by deducting capital expenditures and adding back cash interest paid. This measure should not be considered in isolation, as a measure of residual cash flow available for discretionary purposes, or as an alternative to operating results presented in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, which may include the omission of certain material costs, such as depreciation, amortization and interest, necessary to operate the Company’s business, and should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by the Company may not be comparable to similarly titled measures used by other companies. For example, Adjusted EBITDA and Adjusted EBITDAP are not measurements of financial performance under GAAP and should not be considered as a measure of liquidity, as an alternative to income (loss) from continuing operations, or as an indicator of any other measure of performance derived in accordance with GAAP. Non-GAAP financial measures should not be relied as a substitute for any GAAP financial measure, including income (loss) from continuing operations. SEC rules that may otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures provided to directors or a financial advisor (like the Company Projections) in connection with a proposed transaction like the Merger when the disclosure is included in a document like this Proxy Statement. In addition, reconciliations of non-GAAP financial measures to GAAP financial measures were not relied upon by Goldman Sachs for purposes of its financial analysis and opinion or by the Company Board in connection with its consideration and evaluation

of the Merger. Further, the Company did not provide Warburg Pincus or Berkshire or any other potential counterparty with a reconciliation of the non-GAAP financial measures included in the Company Projections to the relevant GAAP financial measures. Accordingly, the Company has not provided in this Proxy Statement or otherwise a reconciliation of the non-GAAP financial measures included in the Company Projections to the relevant GAAP financial measures.

In considering the recommendations of the Company Board with respect to the Merger, our stockholders should be aware that the directors and executive officers of the Company have certain interests, including financial interests, in the Merger that may be different from, or in addition to, the interests of Company stockholders generally. The Company Board were aware of these interests and considered them, among other matters, in approving the Merger Agreement, and in making its recommendation that Company stockholders adopt the Merger Agreement. These interests are described in more detail below, and certain of them are quantified in the narrative and tables below and in the section of this Proxy Statement titled “The Merger-Golden Parachute Compensation.”

The Company’s current executive officers are as follows:

The Company’s current non-employee directors are as follows:

Also included in the below discussion are the following former non-employee directors of the Company:

For purposes of this disclosure, a “qualifying termination” means a termination of employment without “Cause” or a resignation by the executive officer for “Good Reason” (each as defined in the Triumph Group, Inc. Executive Change in Control Severance Plan (the “Executive Change in Control Severance Plan”)) during the period commencing six (6) months prior to the Effective Time and ending on the two-year anniversary of the Effective Time.

Except as otherwise specifically noted, for purposes of quantifying the potential payments and benefits described in this section and the section of this Proxy Statement entitled “The Merger-Golden Parachute Compensation” the following assumptions were used:

As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in this section and the section of this Proxy Statement entitled “The Merger-Golden Parachute Compensation,” the actual amounts, if any, to be received by the non-employee directors and executive officers of the Company may materially differ from the amounts set forth below.

At the Effective Time, each Company PSU that is outstanding immediately prior to the Effective Time will be cancelled and exchanged for an amount in cash, less applicable tax withholdings, equal to the product of (i) the total number of shares of Company Common Stock subject to the Company PSU (based on the attainment of target level of performance), multiplied by (ii) $26.00.

At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time will be cancelled and exchanged for an amount in cash, less applicable tax withholdings, equal to the product of (i) the total number of shares of Company Common Stock subject to the Company RSU multiplied by (ii) $26.00.

At the Effective Time, each In the Money Option will automatically be cancelled and exchanged for an amount in cash equal to the product of (i) the total number of shares of Company Common Stock subject to the In the Money Option, multiplied by (ii) the excess of (1) $26.00 over (2) the exercise price payable per share of Company Common Stock applicable to the In the Money Option, without interest. Each Company Option that is not an In the Money Option will be cancelled at the Effective Time without payment of any consideration. As of the date of this Proxy Statement, there are no, and expected to be no, Company Options outstanding that are In the Money Options.

Based on the assumptions described above under “The Merger- Interests of the Directors and Executive Officers of the Company in the Merger – Certain Assumptions” and those described in the footnotes to the below table, the below table sets forth the number of Company PSUs, Company RSUs and Company Options held by the non-employee directors and executive officers of the Company as of March 18, 2025, and the value that the non-employee directors and executive officers of the Company can expect to receive for the Company PSUs, Company RSUs and Company Options they held as of March 18, 2025, based on a price per share of Company Common Stock of $26.00, which is the fixed price per share of Company Common Stock received by our stockholders in connection with the Merger. Depending on when the Merger is completed, certain Company PSUs, Company RSUs and Company Options included in the below table may vest or be forfeited pursuant to their terms, independent of the Merger.

As noted above in the section entitled “The Merger—Interests of the Directors and Executive Officers of the Company in the Merger – Certain Assumptions,” the below table does not attempt to forecast any additional grants of Company PSUs, Company RSUs, or Company Options that may be made to our directors and executive officers after March 18, 2025. Any grants of Company PSUs, Company RSUs, or Company Options made after March 18, 2025, will be treated in accordance with the terms of the Merger Agreement as summarized in the section entitled “The Merger- Interests of the Directors and Executive Officers of the Company in the Merger – Treatment of Company Stock Awards.”

We are party to employment agreements with our executive officers, which provide that they are eligible to participate in the Executive Change in Control Severance Plan. Pursuant to the Executive Change in Control Severance Plan, upon a termination of employment without Cause or a resignation for Good Reason within the period commencing six (6) months prior to a change in control (which includes the Merger) and ending 24 months after a change in control, they will be eligible for the following severance payments and benefits (subject to their execution of a release of claims):

An estimate of the value of the severance payments and benefits described above that would be payable or provided to our executive officers upon a qualifying termination assuming that the Merger occurs on March 18, 2025 and each of our executive officers experiences a qualifying termination on such date is included in the table below.

We are party to retention bonus agreements with each of our executive officers (other than Mr. Crowley) pursuant to which each of our executive officers (other than Mr. Crowley) is eligible to receive a retention bonus (the “Retention Bonuses”). The Retention Bonuses vest in two (2) equal installments on each of the nine (9) month and eighteen (18) month anniversaries of the grant date, subject to continued employment through each vesting date. Upon a termination of employment without Cause or a resignation for Good Reason, any unpaid portion of the Retention Bonuses will immediately vest and will be paid to the applicable executive officer within 60 days after the date of their termination of employment, subject to their execution of a release of claims. Although the Retention Bonuses are payable either in cash or in shares of fully vested Company Common Stock, for purposes of this Proxy Statement, we have assumed that the full amount of each executive officer’s Retention Bonus will be paid in cash. 

Each of our executive officers are eligible for a target annual bonus pursuant to the Triumph Group, Inc. 2018 Executive Cash Incentive Compensation Plan (the “Executive Cash Incentive Compensation Plan”). Upon the consummation of the Merger, our executive officers’ annual bonus with respect to fiscal year 2025 (the “Fiscal Year 2025 Annual Bonus”) will fully vest and be paid within 60 days following the consummation of the Merger (based upon the higher of actual or target level of performance).

An estimate of the value of the Fiscal Year 2025 Annual Bonuses (assuming target-level of performance) that will be paid to our executive officers upon the consummation of the merger is included in the table below:

Pursuant to the terms of the Merger Agreement, the directors and executive officers of the Company will be entitled to certain ongoing indemnification and coverage for a period of six (6) years following the Effective Time under directors’ and officers’ liability insurance policies from the Surviving Company. For additional information with respect to the indemnification and insurance coverage, see “Terms of the Merger Agreement - Indemnification and Insurance.”

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to each of our named executive officers. The amounts indicated in the table below are estimates of the amounts that would be payable assuming, solely for purposes of this table, that the Merger was consummated on March 18, 2025, and that each of our named executive officers experienced a qualifying termination on the date of the Merger.

The amounts shown in the table below are estimates based on multiple assumptions (including that the value of such payments will not be reduced pursuant to the terms of any agreement with a named executive officer related to Section 280G of the Code) that may or may not actually occur, including assumptions described in this Proxy Statement. All dollar amounts set forth below have been rounded. The conditions that would trigger the payments are disclosed below.

Below is a breakdown of the cash amounts reflected in the table above detailing the cash severance amounts payable upon our named executive officer’s qualifying termination:

Below is a breakdown of the amounts reflected in the table above detailing the additional benefits payable upon our named executive officer’s qualifying termination: