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Triumph Financial (TFIN) EVP reports RSU grants, options and tax withholding

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4/A

Rhea-AI Filing Summary

Triumph Financial, Inc. executive vice president and general counsel Adam D. Nelson reported routine equity compensation updates and related tax withholding. He received 2,017 shares of common stock and 1,850 additional shares as grants at $0.00 per share, plus an award of 3,432 employee stock options tied to 3,432 underlying common shares at an exercise price of $67.55 per share. To satisfy tax obligations on vesting, 1,194 shares of common stock were withheld at $67.55 per share. After these transactions, he directly held 26,682 shares of common stock. Footnotes state this amended filing corrects a previously reported grant from 2,710 shares to 2,017 shares and describe the awards as restricted stock units and performance-based restricted stock units that vest over four years.

Positive

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Insider Nelson Adam D
Role EVP and General Counsel
Type Security Shares Price Value
Grant/Award Employee Stock Options 3,432 $0.00 --
Grant/Award Common Stock 1,850 $0.00 --
Grant/Award Common Stock 2,017 $0.00 --
Tax Withholding Common Stock 1,194 $67.55 $81K
holding Employee Stock Options -- -- --
holding Employee Stock Options -- -- --
holding Employee Stock Options -- -- --
holding Employee Stock Options -- -- --
holding Employee Stock Options -- -- --
holding Employee Stock Options -- -- --
holding Employee Stock Options -- -- --
Holdings After Transaction: Employee Stock Options — 3,432 shares (Direct, null); Common Stock — 26,682 shares (Direct, null)
Footnotes (1)
  1. Each share is represented by a Restricted Stock Unit ("RSU"). The RSUs will vest on the ratably on each of the first four anniversaries of the grant date. Represents the number of shares earned upon satisfaction of performance goals in connection with performance-based restricted stock units. This Form 4/A amends the Form 4 filed on May 5, 2026 to correct the number of shares reported in Box 4 from 2,710 shares to 2,017 shares. Represents the number of shares forfeited to cover tax withholding obligations in connection with the vesting of restricted stock units and performance awards. Consists of (i) 23,044 shares beneficially owned by reporting person, and (ii) 4,461 shares of restricted stock or restricted stock units of the reporting person subject to future vesting requirements. Represents non-qualified stock options of Issuer granted to reporting person under Issuer's 2014 Omnibus Incentive Plan. Exercise of the employee stock option is subject to vesting over four years from the date of grant, with one fourth of such options becoming exercisable on each of the first four anniversaries of the date of grant.
RSU grant 2,017 shares Common stock grant at $0.00 per share
Additional share grant 1,850 shares Common stock grant at $0.00 per share
New stock options 3,432 options at $67.55 Employee stock options expiring May 1, 2036
Tax withholding shares 1,194 shares at $67.55 Shares forfeited to cover tax obligations
Post-transaction holdings 26,682 shares Common stock directly held after transactions
Option block 1 3,508 underlying shares at $38.75 Non-qualified stock options expiring May 1, 2028
Option block 2 4,409 underlying shares at $54.38 Non-qualified stock options expiring May 1, 2035
Restricted Stock Unit ("RSU") financial
"Each share is represented by a Restricted Stock Unit ("RSU")."
performance-based restricted stock units financial
"Represents the number of shares earned upon satisfaction of performance goals in connection with performance-based restricted stock units."
Performance-based restricted stock units are a type of employee equity award that converts into company shares only if predefined financial or operational targets are met over a set period. Think of it like a bonus check that becomes stock only when specific goals are hit; it ties pay to results, aligning managers’ incentives with shareholders. Investors care because these awards affect future share count, executive incentives, and signal how management’s success will be measured and rewarded.
tax withholding obligations financial
"Represents the number of shares forfeited to cover tax withholding obligations in connection with the vesting of restricted stock units and performance awards."
non-qualified stock options financial
"Represents non-qualified stock options of Issuer granted to reporting person under Issuer's 2014 Omnibus Incentive Plan."
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
2014 Omnibus Incentive Plan financial
"granted to reporting person under Issuer's 2014 Omnibus Incentive Plan."
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Nelson Adam D

(Last)(First)(Middle)
12700 PARK CENTRAL DRIVE
SUITE 1700

(Street)
DALLAS TEXAS 75251

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Triumph Financial, Inc. [ TFIN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP and General Counsel
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)
05/05/2026
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026A1,850(1)A$026,682D
Common Stock05/01/2026A2,017(2)(3)A$028,699D
Common Stock05/01/2026F1,194(4)D$67.5527,505(5)D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Options(6)$67.5505/01/2026A3,432 (7)05/01/2036Common Stock3,432$03,432D
Employee Stock Options(6)$54.38 (7)05/01/2035Common Stock4,4094,409D
Employee Stock Options(7)$72 (6)05/01/2034Common Stock2,0102,010D
Employee Stock Options(6)$51.25 (7)05/01/2033Common Stock2,9762,976D
Employee Stock Options(6)$69.44 (7)05/01/2032Common Stock2,1872,187D
Employee Stock Options(6)$88.63 (7)05/01/2031Common Stock1,8021,802D
Employee Stock Options(6)$31 (7)05/01/2029Common Stock2,5292,529D
Employee Stock Options(6)$38.75 (7)05/01/2028Common Stock3,5083,508D
Explanation of Responses:
1. Each share is represented by a Restricted Stock Unit ("RSU"). The RSUs will vest on the ratably on each of the first four anniversaries of the grant date.
2. Represents the number of shares earned upon satisfaction of performance goals in connection with performance-based restricted stock units.
3. This Form 4/A amends the Form 4 filed on May 5, 2026 to correct the number of shares reported in Box 4 from 2,710 shares to 2,017 shares.
4. Represents the number of shares forfeited to cover tax withholding obligations in connection with the vesting of restricted stock units and performance awards.
5. Consists of (i) 23,044 shares beneficially owned by reporting person, and (ii) 4,461 shares of restricted stock or restricted stock units of the reporting person subject to future vesting requirements.
6. Represents non-qualified stock options of Issuer granted to reporting person under Issuer's 2014 Omnibus Incentive Plan.
7. Exercise of the employee stock option is subject to vesting over four years from the date of grant, with one fourth of such options becoming exercisable on each of the first four anniversaries of the date of grant.
Remarks:
Adam D. Nelson05/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What equity awards did TFIN executive Adam D. Nelson report on this Form 4/A?

Adam D. Nelson reported receiving 2,017 shares of common stock, another 1,850-share grant, and 3,432 employee stock options at a $67.55 exercise price. These awards are described as restricted stock units and performance-based restricted stock units vesting over four years.

How many Triumph Financial (TFIN) shares does Adam D. Nelson hold after these transactions?

After the reported transactions, Adam D. Nelson directly holds 26,682 shares of Triumph Financial common stock. A footnote explains this consists of beneficially owned shares plus restricted stock or restricted stock units that remain subject to future vesting requirements under company incentive plans.

Why were 1,194 TFIN shares reported as disposed of in this Form 4/A filing?

The filing shows 1,194 shares of Triumph Financial common stock were disposed of under code F at $67.55 per share. A footnote clarifies these shares were forfeited to cover tax withholding obligations related to vesting restricted stock units and performance awards, not an open-market sale.

What stock options does Adam D. Nelson retain according to the Triumph Financial Form 4/A?

The filing lists multiple non-qualified employee stock option grants under Triumph Financial’s 2014 Omnibus Incentive Plan. Examples include options over 3,508 underlying shares at a $38.75 exercise price expiring May 1, 2028, and 4,409 underlying shares at $54.38 expiring May 1, 2035.

What correction does this amended Form 4/A for Triumph Financial (TFIN) make?

The amended filing states it corrects the number of shares previously reported in Box 4. The original Form 4 showed 2,710 shares, and this amendment revises that figure to 2,017 shares, aligning the reported grant with the actual number of shares earned.

How do the RSU awards for Triumph Financial’s Adam D. Nelson vest over time?

A footnote explains that each reported share represents a restricted stock unit. These RSUs vest ratably on each of the first four anniversaries of the grant date, spreading the vesting over four years and tying full ownership to continued service and performance conditions.