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

Rhea-AI Filing Summary

Triumph Financial, Inc. filed an 8-K to disclose that its Board has authorized a voluntary transfer of the company’s common stock (symbol: TFIN) and its 7.125% Series C preferred depositary shares from the Nasdaq Global Select Market to the New York Stock Exchange (NYSE).

Key timing disclosed: trading on Nasdaq is expected to cease after the close on 18 Aug 2025; trading on the NYSE is slated to begin at market open on 19 Aug 2025. The preferred depositary shares will trade on the NYSE under “TFIN PR.” In addition, the common stock is scheduled to list on NYSE Texas on 20 Aug 2025. Nasdaq was notified of the withdrawal on 7 Aug 2025, and the NYSE has already approved the new listings.

The company furnished a press release (Exhibit 99.1) on 8 Aug 2025 under Item 7.01 to announce the move. No financial metrics, capital raising, or operational changes were included in this filing; the disclosure is limited to the mechanics and dates of the exchange transfer.

Positive

• NYSE approval secured, allowing uninterrupted trading of both common and preferred securities beginning 19 Aug 2025.

Negative

• None.

Insights

Equity Market Specialist

TL;DR: Voluntary shift from Nasdaq to NYSE; neutral operational impact, minor liquidity upside.

The filing simply documents Triumph Financial’s decision to list its common and Series C preferred depositary shares on the NYSE (and NYSE Texas) in mid-August 2025. Because the change is voluntary and already approved, it poses minimal execution risk. From an investor-relations perspective, moving to the NYSE can marginally expand visibility and index inclusion opportunities, yet there is no change to fundamentals, capital structure, or guidance. Accordingly, the market impact is expected to be small and mostly sentiment-driven rather than valuation-altering.

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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): August 7, 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 3.01.Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On August 7, 2025, Triumph Financial, Inc. (the “Company”), acting pursuant to authorization from its Board of Directors, notified The Nasdaq Stock Market LLC (“Nasdaq”) of its intention to voluntarily withdraw the listing from Nasdaq of its common stock, par value $0.01 per share (the “Common Stock”), and depositary shares each representing a 1/40th interest in a share of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock of the Company (the “Depositary Shares”) and transfer the listing of the Common Stock and Depositary Shares to the New York Stock Exchange (the “NYSE”), effective on or about August 19, 2025, and also list the Common Stock on NYSE Texas, effective on or about August 20, 2025.

The Company expects the listing and trading of the Common Stock and Depositary Shares on Nasdaq to cease at the close of trading on or about August 18, 2025, the listing and trading of the Common Stock and Depositary Shares on the NYSE to begin at market open on or about August 19, 2025 and the listing and trading of the Common Stock on NYSE Texas on or about August 20, 2025.

The Common Stock and Depositary Shares has been approved for listing on the NYSE, where they will trade under the symbols “TFIN” and “TFIN PR”, respectively.

Item 7.01.Regulation FD Disclosure

On August 8, 2025, the Company issued the press release attached hereto as Exhibit 99.1 in connection with the transfer of the listing of the Common Stock and Depositary Shares to the NYSE.

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, is being furnished to the Securities and Exchange Commission and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.

Forward-Looking Statements

This Current Report on Form 8-K 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. The Company’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 the Company undertakes no duty to update the information.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits.

Exhibit			Description
99.1			Press Release, dated August 8, 2025, issued by Triumph Financial, Inc. (furnished under Item 7.01)
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: August 8, 2025

FAQ

When will TFIN stop trading on Nasdaq?

After market close on 18 Aug 2025, trading on Nasdaq is expected to end.

What is the new exchange for Triumph Financial’s common stock?

The common stock will list on the New York Stock Exchange effective 19 Aug 2025 and on NYSE Texas on 20 Aug 2025.

Will the trading symbol change after the transfer to NYSE?

No. The common stock will continue to trade as “TFIN”; the preferred depositary shares will trade as “TFIN PR.”

Is this delisting due to non-compliance with Nasdaq rules?

No. The 8-K states the delisting is voluntary and authorized by the Board, not the result of any deficiency notice.

Was a press release issued about the exchange transfer?

Yes. A press release dated 8 Aug 2025 (Exhibit 99.1) was furnished under Item 7.01.