TFIN 8-K
Triumph Financial, Inc. (TFIN)
8-K
2025-03-10
For: 2025-03-10
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April 10, 2026
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): March 10, 2025
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
(Address of Principal Executive Offices) | (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 Symbol(s) | Name of each exchange on which registered | ||||||||||||
Item 8.01.Other Events
On March 10, 2025, Triumph Financial, Inc. (the “Company”) issued a press release announcing the nomination of Melissa K. McSherry to stand for election to the Board of Directors of the Company at its upcoming annual meeting of shareholders, which is furnished herewith as Exhibit 99.1. The information furnished pursuant to this Item 8.01, including Exhibit 99.1, shall be considered furnished for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed “filed” for any purpose.
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 | ||||
| 99.1 | |||||
| 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 Title: Executive Vice President & General Counsel | |||||
Date: March 10, 2025
Exhibit 99.1
Press Release
Triumph Financial Nominates Melissa McSherry for Election to its Board of Directors
DALLAS, March 10, 2025 – Triumph Financial, Inc. (Nasdaq: TFIN) today announced the nomination of Melissa McSherry to stand for election to its Board of Directors at its upcoming Annual Meeting of Shareholders. McSherry brings 30 years of experience in financial services, artificial intelligence, big data and software development, with a proven track record of driving revenue growth and executing strategic transformations. Subject to her election by the Company’s shareholders, Ms. McSherry will join the Board of Directors effective immediately following Triumph’s Annual Meeting of Shareholders on April 22, 2025.
McSherry currently serves as an advisor to companies, venture capitalists and private equity firms, focusing on strategic questions and investments in consumer lending and fraud prevention. Her career spans leadership roles at Anywhere Real Estate, Visa and Capital One, where she played a pivotal role in business growth, technology innovation and regulatory oversight.
"Melissa’s extensive experience in financial services and technology will be an invaluable asset to Triumph as we continue to evolve and expand our impact on the freight industry," said Carlos M. Sepulveda, Jr., chairman of the board, Triumph Financial. "Her strategic vision and expertise in technology innovation will help shape our approach to delivering best-in-class solutions for our customers."
During her tenure as chief operating officer at Anywhere Real Estate, McSherry led multiple enterprise functions, overseeing product development, technology innovations and cost optimization strategies that enhanced customer experience and efficiency. At Visa, she spearheaded the transformation of fraud prevention using advanced AI, driving over 20% annual revenue growth. Earlier in her career at Capital One, she was instrumental in the acquisition and integration of HSBC’s U.S. credit card business and led pioneering efforts in machine learning for credit scoring.
"Melissa’s ability to drive innovation while executing large-scale business transformations makes her an ideal addition to our Board," said Aaron P. Graft, founder, vice chairman and chief executive officer of Triumph Financial. "Her deep understanding of financial services, technology and risk management will help guide Triumph as we broaden our product offerings and deliver value through an Intelligence solution that enables actionable insights from the data in our network.
McSherry expressed her enthusiasm for joining Triumph Financial, highlighting its forward-thinking approach to financial services. "I am excited about the opportunity to join Triumph's Board at such a pivotal time for the company," said Melissa McSherry. "Triumph’s commitment to innovation, particularly in payments and financial technology, aligns with my passion for leveraging data-driven
12700 Park Central Dr., #1700, Dallas, TX 75251 | 214.365.6900 | tfin.com
© Triumph Financial, Inc
strategies to create meaningful impact. I look forward to working with the Board and leadership team to drive growth and deliver value for Triumph’s customers and stakeholders."
McSherry holds an MBA from Stanford’s Graduate School of Business, where she was an Arjay Miller Scholar, and a bachelor’s degree from Harvard University, graduating magna cum laude.
With this appointment, Triumph Financial continues to strengthen its leadership team with industry experts committed to driving innovation and long-term growth.
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About Triumph Financial
Triumph Financial, Inc. (Nasdaq: TFIN) is a financial holding company focused on payments, factoring, intelligence and banking. Headquartered in Dallas, Texas, its diversified portfolio of brands includes TriumphPay, Triumph, TBK Bank and LoadPay.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that such statements are predictions and that actual events or results may differ materially. Triumph Financial’s expected financial results or other plans are subject to a number of risks and uncertainties. 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 the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 11, 2025. Forward-looking statements speak only as of the date made and Triumph Financial undertakes no duty to update the information.
Source: Triumph Financial, Inc.
Triumph Investor Relations Contact
Luke Wyse
Senior Vice President, Head of Investor Relations
[email protected] | 214-365-6936
Triumph Media Contact
Amanda Tavackoli
Senior Vice President, Director of Corporate Communication
[email protected] | 214-365-6930
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