[8-K] Triumph Financial, Inc. Reports Material Event

Rhea-AI Filing Summary

Triumph Financial, Inc. (NASDAQ: TFIN) filed an 8-K to disclose a separation agreement with former executive officer Melissa Forman-Barenblit. On 25 Jul 2025, Ms. Forman-Barenblit and TBK Bank, SSB—Triumph’s wholly-owned subsidiary—executed a Separation Agreement and Release.

• TBK Bank releases Ms. Forman-Barenblit from obligations in Sections 4.2(a), 4.2(b) and 4.2(e) of her July 2022 Employment Agreement (amended 28 Mar 2025).
• Her employment will end seven days after she signs the agreement.
• No further severance payments or benefits will be owed under the prior employment contract.
• The agreement includes a mutual release of claims in favor of the company and its affiliates.

The document is furnished as Exhibit 10.1. No other operational or financial information was provided.

Positive

• No further severance or benefit obligations reduces potential future cash outflows.

Negative

• Permanent departure of a former senior executive may drain institutional knowledge at TBK Bank.

Insights

Corporate Governance Expert

TL;DR: Routine termination; limited financial impact, modest governance housekeeping.

The 8-K finalizes the exit of Melissa Forman-Barenblit, whose executive status ended in March. By waiving remaining contractual obligations and eliminating future severance, Triumph avoids incremental cash outflows and clarifies post-employment restrictions. Governance risk is minimal because leadership transition already occurred; this filing simply codifies terms and removes potential legal overhang through mutual releases. Investors should see negligible earnings impact, though continuity in TBK Bank’s leadership team bears watching.

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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): July 25, 2025

TRIUMPH FINANCIAL, INC.

(Exact name of Registrant as Specified in Its Charter)

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

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

Forman Separation Agreement

On July 25, 2025, Melissa-Forman Barenblit, who ceased to serve as an executive officer of Triumph Financial, Inc. (the “Company”) effective March 19, 2025, entered into a Separation Agreement and Release (the “Forman Separation Agreement”) with respect to her employment with TBK Bank, SSB (“TBK Bank”), the Company’s wholly-owned bank subsidiary. Pursuant to the terms of the Forman Separation Agreement, (a) TBK Bank released Ms. Barenblit from her obligations set forth in Section 4.2(a), 4.2(b) and 4.2(e) of her Employment Agreement, dated July 1, 2022, as amended on March 28, 2025, with TBK Bank (the “Forman Employment Agreement”) and (b) TBK Bank and Ms. Barenblit agreed that her employment with TBK Bank will terminate effective seven (7) days following her execution of the Forman Separation Agreement and that TBK Bank will owe no further severance compensation or other benefits to Ms. Barenblit under the Forman Employment Agreement. The Forman Separation Agreement also includes a release of claims by Ms. Barenblit against TBK Bank and its affiliates.

The description of the Forman Separation Agreement is qualified in its entirety by reference to the full text of the Forman Separation Agreement, a copy of which is attached hereto at Exhibit 10.1 and incorporated into this Item 5.02 by reference.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits.

Exhibit			Description
10.1			Separation Agreement and Release, dated July 25, 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			Separation Agreement and Release, dated July 25, 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 Title: Executive Vice President & General Counsel

Date: July 30, 2025

FAQ

Why did Triumph Financial (TFIN) file this Form 8-K?

To disclose a Separation Agreement with former executive Melissa Forman-Barenblit under Item 5.02.

When will Ms. Forman-Barenblit’s employment officially terminate?

Seven days after she executed the agreement on 25 Jul 2025.

Does Triumph owe additional severance to Ms. Forman-Barenblit?

No. The agreement states TBK Bank will owe no further severance or benefits.

What obligations were waived for Ms. Forman-Barenblit?

TBK Bank released her from Sections 4.2(a), 4.2(b) and 4.2(e) of her 2022 Employment Agreement.

Where can investors read the full Separation Agreement?

It is filed as Exhibit 10.1 to the 8-K.