8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 17, 2025

TRIUMPH FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Texas<br><br>(State or Other Jurisdiction<br><br>of Incorporation)	001-36722<br><br>(Commission<br><br>File Number)	20-0477066<br><br>(IRS Employer<br><br>Identification No.)
12700 Park Central Drive, Suite 1700,<br><br>Dallas, Texas<br><br>(Address of Principal Executive Offices)		75251<br><br>(Zip Code)

(214) 365-6900

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2b)
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	TFIN	NASDAQ Global Select Market
Depositary Shares Each Representing a 1/40th Interest in a Share of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock	TFINP	NASDAQ Global Select Market

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Fourth Amendment to Triumph Financial, Inc. Omnibus Incentive Plan

As described in Item 5.07 below, at the Annual Meeting of Shareholders of Triumph Financial, Inc. (the “Company”) held on April 22, 2025 (the “Annual Meeting”), the Company’s shareholders approved the Fourth Amendment (the “Omnibus Plan Amendment”) to the Company’s 2014 Omnibus Incentive Plan ( the “Plan”), which Omnibus Plan Amendment (i) increases the total number of shares of the Company’s common stock available for issuance under the Plan by 750,000 shares and (ii) extends the term of the Plan.

The description of the Omnibus Plan Amendment is qualified in its entirety by reference to the full text of the Omnibus Plan Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated into this Item 5.02 by reference.

Amendment to Forman-Barenblit Employment Agreement

On April 17, 2025, Melissa-Forman Barenblit, who ceased to serve as an executive officer of the Company effective March 19, 2025, entered into an Amendment to Employment Agreement (the “Employment Agreement Amendment”), that amends the terms the Employment Agreement between Ms. Forman-Barenblit and TBK Bank, SSB dated July 1, 2022 (the “Forman Employment Agreement”). Pursuant to the terms of the Employment Agreement Amendment, Ms. Forman-Barenblit will be placed on a paid leave of absence until August 31, 2025, at which point Ms. Forman-Barenblit’s employment with TBK Bank, SSB shall terminate. Upon Ms. Forman-Barenblit’s termination of employment she will receive the benefits as set forth in, and pursuant to the terms and conditions of, Section 3.3(e) of the Forman Employment Agreement.

The description of the Employment Agreement Amendment is qualified in its entirety by reference to the full text of the Employment Agreement Amendment, a copy of which is attached hereto at Exhibit 10.2 and incorporated into this Item 5.02 by reference.

Item 5.07.Submission of Matters to a Vote of Security Holders

At the Annual Meeting of the Company, shareholders voted on the following matters:

(1)To elect the following Directors of the Company for a one-year term that will expire at the 2026 Annual Meeting of Shareholders or until their respective successors have been elected and qualified. Final voting results were as follows:

Name of Nominee	Votes For	Votes Against	Votes Withheld	Broker Non-Votes
Carlos M. Sepulveda, Jr.	18,963,783	800,200	32,597	1,192,046
Aaron P. Graft	19,335,418	460,369	793	1,192,046
Charles A. Anderson	18,889,071	867,376	40,133	1,192,046
Harrison B. Barnes	19,331,363	425,521	39,696	1,192,046
Debra A. Bradford	19,533,864	223,021	39,695	1,192,046
Richard L. Davis	18,978,790	776,342	41,448	1,192,046
Davis Deadman	19,298,530	457,790	40,260	1,192,046
Laura K. Easley	19,479,864	271,354	45,362	1,192,046
Melissa K. McSherry	19,555,830	201,170	39,580	1,192,046
Maribess L. Miller	19,311,027	445,849	39,704	1,192,046
Michael P. Rafferty	19,422,229	332,789	41,562	1,192,046
C. Todd Sparks	19,191,923	563,092	41,565	1,192,046

(2)To approve on a non-binding advisory basis the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the Annual Meeting. Final voting results were as follows:

Votes For	14,175,273
Votes Against	5,598,431
Abstentions	22,876
Broker Non-Votes	1,192,046

(3)To approve on a non-binding advisory basis the frequency of future say on pay votes. Final voting results were as follows:

One (1) Year	18,699,845
Two (2) Years	132,322
Three (3) Years	907,154
Abstentions	57,259
Broker Non-Votes	1,192,046

(4)To approve the Fourth Amendment to the Triumph Financial, Inc. 2014 Omnibus Incentive Plan. Final voting results were as follows:

Votes For	14,911,156
Votes Against	4,860,491
Abstentions	24,933
Broker Non-Votes	1,192,046

(5)To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the current fiscal year. Final voting results were as follows:

Votes For	20,654,302
Votes Against	314,443
Abstentions	19,881

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “may,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “pro forma,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: business and economic conditions generally and in the bank and non-bank financial services industries, nationally and within our local market areas; our ability to mitigate our risk exposures; our ability to maintain our historical earnings trends; changes in management personnel; interest rate risk; concentration of our products and services in the transportation industry; credit risk associated with our loan portfolio; lack of seasoning in our loan portfolio; deteriorating asset quality and higher loan charge-offs; time and effort necessary to resolve nonperforming assets; inaccuracy of the assumptions and estimates we make in establishing reserves for probable loan losses and other estimates; risks related to the integration of acquired businesses and any future acquisitions; our ability to

successfully identify and address the risks associated with our possible future acquisitions, and the risks that our prior and possible future acquisitions make it more difficult for investors to evaluate our business, financial condition and results of operations, and impairs our ability to accurately forecast our future performance; lack of liquidity; fluctuations in the fair value and liquidity of the securities we hold for sale; impairment of investment securities, goodwill, other intangible assets or deferred tax assets; our risk management strategies; environmental liability associated with our lending activities; increased competition in the bank and non-bank financial services industries, nationally, regionally or locally, which may adversely affect pricing and terms; the accuracy of our financial statements and related disclosures; material weaknesses in our internal control over financial reporting; system failures or failures to prevent breaches of our network security; the institution and outcome of litigation and other legal proceedings against us or to which we become subject; changes in carry-forwards of net operating losses; changes in federal tax law or policy; the impact of recent and future legislative and regulatory changes, including changes in banking, securities and tax laws and regulations, such as the Dodd-Frank Act and their application by our regulators as well as privacy, cybersecurity, and artificial intelligence regulation and oversight; governmental monetary and fiscal policies; changes in the scope and cost of FDIC, insurance and other coverages; failure to receive regulatory approval for future acquisitions and increases in our capital requirements.

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements are necessarily only estimates of future results. Accordingly, actual results may differ materially from those expressed in or contemplated by the particular forward-looking statement, and, therefore, you are cautioned not to place undue reliance on such statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see “Risk Factors” and the forward-looking statement disclosure contained in Triumph Financial’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) on February 11, 2025.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits.

Exhibit	Description
10.1	FourthAmendment to Triumph Financial, Inc. 2014 Omnibus Incentive Plan
10.2	Amendment to Employment Agreement, dated April 17, 2025, by and between Melissa Forman-Barenblit and TBK Bank, SSB
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit	Description
10.1	Fourth Amendment to Triumph Financial, Inc. 2014 Omnibus Incentive Plan
10.2	Amendment to Employment Agreement, dated April 17, 2025, by and between Melissa Forman-Barenblit and TBK Bank, SSB
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	TRIUMPH FINANCIAL, INC.
By:	/s/ Adam D. Nelson
	Name: Adam D. Nelson<br>Title: Executive Vice President & General Counsel

Date: April 22, 2025

Document

Exhibit 10.1

FOURTH AMENDMENT TO THE TRIUMPH FINANCIAL, INC. 2014 OMNIBUS INCENTIVE PLAN

THIS FOURTH AMENDMENT (the “Amendment”) to the Triumph Financial, Inc. Omnibus Incentive Plan (the “Plan”), is made effective as of March 10, 2025 (the “Amendment Effective Date”), by Triumph Financial, Inc. (the “Company”), subject to approval by the Company’s shareholders.

W I T N E S S E T H:

WHEREAS, Section 11(c) of the Plan provides that the Compensation Committee of the Company’s board of directors (the “Committee”) may amend the Plan, subject to the approval of the Company’s shareholders if such approval is required by the listing standards of the NASDAQ;

WHEREAS, the Committee has determined that it is in the best interests of the Company and its shareholders to amend the Plan in order to, among other things, increase the total number of shares of common stock, par value $0.01 per share, of the Company (“Shares”) reserved for delivery with respect to awards under the Plan in order to ensure that sufficient shares of Common Stock are available for future awards and to extend the term of the Plan; and

WHEREAS, the Committee now desires to amend the Plan in the manner contemplated hereby, subject to approval by the Company’s shareholders at the Company’s 2025 Annual Meeting of Shareholders.

NOW, THEREFORE, the Plan shall be amended as of the Amendment Effective Date, subject to approval by the Company’s shareholders, as set forth below:

1.The first two sentences of Clause (a) of Section 3 of the Plan is hereby deleted in its entirety and replaced with the following:

a.Plan Maximums. The maximum number of Shares that may be granted pursuant to Awards under this Plan shall be 3,650,000 Shares. Subject to the provisions of Section 3(c) (relating to adjustments upon changes in capital structure and other corporate transactions), the maximum number of Shares that may be granted pursuant to Stock Options intended to be Incentive Stock Options shall be 3,650,000 Shares.

2.Clause (b) of Section 11 of the Plan is hereby deleted in its entirety and replaced with the following:

b.Termination. The Plan will terminate on March 10, 2035. Awards outstanding as of such date shall not be affected or impaired by the termination of this Plan.

Document

Exhibit 10.2

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (herein referred to as “Amendment”) is made and entered into on April 17, 2025, by and between TBK Bank, SSB (the “Bank”) and Melissa Forman-Barenblit (“Executive”, “you,” and “your”).

WHEREAS, Executive is currently employed by the Bank on a full-time basis as Executive Vice President; and

WHEREAS, Executive and the Bank are parties to that certain Employment Agreement dated July 1, 2022 (“Employment Agreement”); and

WHEREAS, the parties mutually desire to amend the Employment Agreement.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants contained herein, the parties hereto agree as follows:

1.    Section 1 of the Employment Agreement. Section 1 of the Employment Agreement is hereby amended to read as follows:

1.1Duties and Status. Until the expiration of the Term, Executive’s title is Executive Vice President, but Executive shall have no duties or responsibilities to the Bank, and shall, until the expiration of the Term, be on a leave of absence. Executive shall not perform work on behalf of the Bank, and shall not attempt to perform work on behalf of the Bank, during the Term and thereafter, provided that Executive will cooperate with reasonable requests by the Bank, including, but not limited to, requests to participate in investigations, requests related to matters concerning your employment with the Bank, document requests, and information requests.

1.2Time and Effort. For the remainder of the Term, Executive has no obligation to devote Executive’s time, energy, skills, or best efforts to the performance of duties under the Employment Agreement, provided that, for the remainder of the Term, Executive must fully disclose to the Board of Directors of the Bank any previously undisclosed directorships and consulting or service engagements.

2.Section 3 of the Employment Agreement. Section 3 of the Employment Agreement is hereby amended to read as follows:

3.1    Termination of Employment. Executive’s employment with the Bank shall terminate on August 31, 2025 (the “Term”), after which time the Bank shall have no further obligation to provide Executive the pay or benefits set forth in this Agreement. Executive’s continuing obligations, including, but not limited to, the restrictive covenants set forth in Section 4 of this Agreement, survive the termination of this Agreement and Executive’s employment with the Bank.

3.    Waiver and Release. In consideration for the Bank’s agreement to pay you your salary and benefits through the Term, you agree to the following:

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(a)     You knowingly and voluntarily agree to waive and release the Bank, its parents, affiliates, and subsidiaries, their respective officers, directors, employees, stockholders, representatives and agents, including their successors and assigns (collectively with the “Released Parties”), with respect to any and all claims, losses, liabilities, obligations and causes of action, known and unknown, in existence as of the date you sign this Amendment, arising out of, connected with, or relating to: (i) your employment, or (ii) this Amendment, including, but not limited to, claims for compensation, commissions, bonuses, stock options, other wages and benefits, breach of contract, wrongful termination, impairment of economic opportunity, intentional infliction of emotional distress, claims based on personal injury, work-related accident, any breach of implied or express covenant of good faith and fair dealing, violation of public policy, or any other contract, tort or personal injury claim, or claim based on any municipal, state or federal statute, regulation or ordinance relating to employment, employment discrimination or retaliation, including Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000 et seq.; The Civil Rights Act of 1866, as amended, 42 U.S.C. § 1981; The Civil Rights Act of 1991, as amended, 42 U.S.C. § 1981a; Americans With Disabilities Act, as amended, 42 U.S.C. § 12101 et seq.; Fair Labor Standards Act, as amended, 29 U.S.C. § 201, et seq.; Equal Pay Act, as amended, 29 U.S.C. §201 et seq.; National Labor Relations Act, as amended, 29 U.S.C. § 151 et seq.; Worker Adjustment and Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq., Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. § 1000 et seq.; Family and Medical Leave Act, as amended, 29 U.S.C. § 2601, et seq.; the Texas Commission on Human Rights Act, as amended, Tex. Lab. Code § 21.001, et seq.; or any other statute, rule, regulation, ordinance, or common civil or other law, or judicial or administrative interpretation whether promulgated by federal, state, local or other jurisdiction or political subdivision.

(b)    Also in consideration for the Bank’s agreement to pay you your salary and benefits through the Term, you hereby fully, finally, and completely release the Released Parties of and from any and all claims under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. § 621 et seq. (“ADEA”) arising on or before the date of this Amendment, and hereby acknowledge and agree that: this Amendment was negotiated at arm’s length; this Amendment is worded in a manner that you fully understand; you specifically waive any rights or claims under the ADEA; you knowingly and voluntarily agree to all of the terms set forth in the Amendment; you acknowledge and understand that any claims under the ADEA that may arise after the date of this Amendment are not waived; the rights and claims waived in this Amendment are in exchange for consideration over and above anything to which you were already undisputedly entitled; you have been and hereby are advised in writing to consult with an attorney prior to executing the Amendment; you understand that you have been given a period of up to twenty-one (21) days from the date of receiving the Amendment to consider the ADEA release prior to executing it;

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and you understand that you have been given a period of seven (7) days from the date of the execution of the ADEA release to revoke the ADEA release, and understand and acknowledge that the ADEA release will not become effective or enforceable until the revocation period has expired (the “Effective Date”). If you elect to revoke your release of ADEA claims, the revocation must be in writing and delivered within seven (7) days from the date of your execution of the Amendment to the Company as follows: Steve Grossi, EVP, Chief Human Resources Officer at 12700 Park Central Drive, Suite 1700, Dallas, Texas 75251 or email to sgrossi@tfin.com.

(c)    You understand that this Amendment also precludes you from recovering any relief as a result of any lawsuit, grievance or claims brought on your behalf and arising out of your employment or termination of, or separation from, employment provided that nothing in this Amendment will affect your entitlement, if any, to workers’ compensation or unemployment compensation, and neither will this Amendment limit your rights to file a charge with any administrative agency or otherwise participate in an agency or authority proceeding.

4.    Severance Benefits Upon Termination. Following the expiration of the Term and Executive’s employment with the Bank, the Bank shall provide to Executive the benefits defined, and on the terms described, in Section 3.3(e) of the Employment Agreement, provided that Executive execute a severance and release agreement to be provided to Executive following the Term and the termination of Executive’s employment with the Bank. Executive acknowledges and agrees that, absent Executive’s execution of a severance and release agreement following the termination of Executive’s employment with the Bank, Executive is not entitled to, and shall not receive, the benefits set forth in Section 3.3(e) of the Employment Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment, which is effective as of the Effective Date.

TBK BANK, SSB

By:     /s/ Adam D. Nelson______

Name:_Adam D. Nelson________ Title: _EVP, General Counsel____

Executive

/s/ Melissa Forman-Barenblit_____

Melissa Forman-Barenblit

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