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  4. [8-K] Triumph Financial, Inc. Reports Material Event

Shareholders back Triumph Financial (TFIN) directors, say-on-pay and auditor

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Triumph Financial, Inc. reported the results of its Annual Meeting of Shareholders held on April 23, 2026. Shareholders elected all nominated directors to one-year terms, with each nominee receiving significantly more votes for than against, alongside broker non-votes.

Investors also approved, on a non-binding advisory basis, the compensation of the company’s named executive officers, with 13,616,250 votes for and 5,589,906 against. In addition, shareholders ratified the appointment of Crowe LLP as the independent registered public accounting firm for the current fiscal year, with 20,327,507 votes for and limited opposition.

Positive

  • None.

Negative

  • None.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Say-on-pay votes for 13,616,250 votes Non-binding advisory approval of executive compensation
Say-on-pay votes against 5,589,906 votes Non-binding advisory approval of executive compensation
Auditor ratification votes for 20,327,507 votes Ratification of Crowe LLP as independent registered public accounting firm
Auditor ratification votes against 166,094 votes Ratification of Crowe LLP for current fiscal year
Broker non-votes on say-on-pay 1,278,530 votes Advisory vote on executive compensation
Votes for Debra A. Bradford 19,101,812 votes Director election at 2026 Annual Meeting
Votes for Aaron P. Graft 18,946,493 votes Director election at 2026 Annual Meeting
broker non-votes financial
"Votes For | 13,616,250 Votes Against | 5,589,906 Abstentions | 10,860 Broker Non-Votes | 1,278,530"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding advisory basis financial
"To approve on a non-binding advisory basis the compensation of the Company’s named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
independent registered public accounting firm financial
"To ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the current fiscal year."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
forward-looking statements regulatory
"Forward-Looking Statements This on contains forward-looking statements."
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
emerging growth company regulatory
"Emerging growth company Securities registered pursuant to Section 12(b) of the Act"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Understanding 8-K Material Events →
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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): April 23, 2026
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 classTrading
Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.01 per shareTFINNew York Stock Exchange
NYSE Texas
Depositary Shares Each Representing a 1/40th Interest in a Share of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred StockTFIN PRNew York Stock Exchange


Item 5.07.Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders of Triumph Financial, Inc. (the “Company”) held on April 23, 2026 (the “Annual Meeting”), 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 2027 Annual Meeting of Shareholders or until their respective successors have been elected and qualified. Final voting results were as follows:
Name of NomineeVotes ForVotes AgainstVotes WithheldBroker Non-Votes
Carlos M. Sepulveda, Jr.18,632,007 566,431 18,578 1,278,530 
Aaron P. Graft18,946,493 269,477 1,046 1,278,530 
Charles A. Anderson18,297,968 899,751 19,297 1,278,530 
Debra A. Bradford19,101,812 113,882 1,322 1,278,530 
Davis Deadman19,101,233 114,412 1,371 1,278,530 
Laura K. Easley19,076,943 133,871 6,202 1,278,530 
Melissa K. McSherry18,974,478 241,317 1,221 1,278,530 
Michael P. Rafferty18,926,701 271,529 18,786 1,278,530 
C. Todd Sparks18,808,974 389,357 18,685 1,278,530 
(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 For13,616,250 
Votes Against5,589,906 
Abstentions10,860 
Broker Non-Votes1,278,530 
(3)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 For20,327,507 
Votes Against166,094 
Abstentions1,945 
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, 2026.
Item 9.01.Financial Statements and Exhibits
(d)Exhibits.
ExhibitDescription
104Cover 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: April 23, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Triumph Financial (TFIN) shareholders decide at the 2026 annual meeting?

Shareholders elected all director nominees, approved executive pay on an advisory basis, and ratified Crowe LLP as auditor. Each director received strong support, say-on-pay passed with over 13.6 million votes for, and the auditor ratification drew more than 20.3 million favorable votes.

How did Triumph Financial (TFIN) shareholders vote on director elections?

All Triumph Financial director nominees were elected to one-year terms with clear majorities of votes for. For example, Debra A. Bradford received 19,101,812 votes for and only 113,882 against, with additional broker non-votes reported separately in the tally.

Was Triumph Financial (TFIN) executive compensation approved in the 2026 say-on-pay vote?

Yes, shareholders approved Triumph Financial’s executive compensation on a non-binding advisory basis. The say-on-pay proposal received 13,616,250 votes for, 5,589,906 votes against, 10,860 abstentions, and 1,278,530 broker non-votes, indicating majority support for the disclosed pay practices.

Which audit firm did Triumph Financial (TFIN) shareholders ratify for the current fiscal year?

Shareholders ratified Crowe LLP as Triumph Financial’s independent registered public accounting firm. The ratification vote recorded 20,327,507 votes for, 166,094 against, and 1,945 abstentions, confirming continued shareholder support for Crowe LLP in the auditor role.

What are broker non-votes in Triumph Financial (TFIN) 2026 voting results?

Broker non-votes are shares held by brokers that were not voted on certain proposals. In Triumph Financial’s 2026 meeting, broker non-votes totaled 1,278,530 for the director and say-on-pay items, reflecting positions where brokers lacked specific voting instructions from beneficial owners.

Filing Exhibits & Attachments

4 documents

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