Triumph Financial (NASDAQ: TFIN) files Nasdaq share delisting notice

Rhea-AI Filing Summary

Triumph Financial, Inc. is the subject of a Form 25 filing with the SEC, in which The NASDAQ Stock Market LLC gives notice of the removal of Triumph’s securities from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934.

The filing covers Triumph’s common stock, par value $0.01 per share, and its depositary shares, each representing a 1/40th interest in a share of 7.125% Series C fixed-rate non-cumulative perpetual preferred stock. The notification is signed on behalf of the company by its Executive Vice President & General Counsel, Adam D. Nelson.

Positive

• None.

Negative

• Nasdaq removal of listing/registration for Triumph Financial’s common stock and depositary shares under Section 12(b), signaling a move away from Nasdaq exchange listing.

Insights

Equity markets and listing specialist

Nasdaq has initiated removal of Triumph Financial securities from listing and/or registration under Section 12(b).

The Form 25 indicates that The NASDAQ Stock Market LLC has notified the SEC of the removal from listing and/or registration of Triumph Financial’s common stock and depositary shares tied to its 7.125% Series C preferred stock under Section 12(b). This is a formal step in taking these securities off a national securities exchange.

Delisting or deregistration from a major exchange can affect trading visibility and accessibility for shareholders, although the excerpt does not describe subsequent trading arrangements or reasons. The key concrete point here is the regulatory move away from Nasdaq listing status for both the common equity and the specified preferred-related depositary shares.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING

AND/OR REGISTRATION UNDER SECTION 12(b)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36722

Triumph Financial, Inc.

The NASDAQ Stock Market LLC

(Exact name of Issuer as specified in its charter, and name of Exchange

where security is listed and/or registered)

12700 Park Central Drive, Suite 1700 Dallas, Texas 78251

(214) 365-6900

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

Common Stock, par value $0.01 per share

Depositary Shares Each Representing a 1/40th Interest in a Share of 7.125% Series C Fixed-Rate Non-

Cumulative Perpetual Preferred Stock

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

☐ 17 CFR 240.12d2-2(a)(1)

☐ 17 CFR 240.12d2-2(a)(2)

☐ 17 CFR 240.12d2-2(a)(3)

☐ 17 CFR 240.12d2-2(a)(4)

☐ Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange.

☒ Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules of the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements of the Securities Exchange Act of 1934, Triumph Financial, Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

August 18, 2025				By:		/s/ Adam D. Nelson				Executive Vice President & General Counsel
Date						Name				Title

FAQ

What does Triumph Financial (TFIN) disclose in this Form 25 filing?

The filing is a Form 25 Notification of Removal from Listing and/or Registration under Section 12(b) for Triumph Financial, Inc. by The NASDAQ Stock Market LLC.

Which Triumph Financial (TFIN) securities are covered by this Form 25?

The Form 25 covers common stock, par value $0.01 per share, and depositary shares each representing a 1/40th interest in a share of 7.125% Series C fixed-rate non-cumulative perpetual preferred stock.

Which exchange is involved in Triumph Financial’s Form 25?

The exchange involved is The NASDAQ Stock Market LLC, which is listed as the exchange where the Triumph Financial securities are listed and/or registered.

Under what law is Triumph Financial’s removal from listing and/or registration being made?

The removal from listing and/or registration is made under Section 12(b) of the Securities Exchange Act of 1934, as stated in the Form 25 heading.

Who signed the Triumph Financial Form 25 notification?

The notification is signed on behalf of Triumph Financial, Inc. by Adam D. Nelson, its Executive Vice President & General Counsel.

What type of preferred security is referenced in Triumph Financial’s Form 25?

The filing references 7.125% Series C fixed-rate non-cumulative perpetual preferred stock, represented by the listed depositary shares.