STOCK TITAN

Triumph Financial (TFIN) director receives 1,258-share RSU award

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

Rhea-AI Filing Summary

Triumph Financial, Inc. director Michael P. Rafferty received an award of 1,258 shares of common stock as restricted stock units that vest one year from the award date. The award was recorded at a price of $0.00 per share as a compensation grant, not an open-market purchase.

This amended Form 4 corrects a prior filing that mistakenly reported 1,528 shares instead of 1,258. After the award, Rafferty directly and jointly beneficially owns 38,301 shares of common stock, including 20,909 shares held individually, 1,258 restricted shares or units subject to vesting, and 16,134 shares held jointly with his spouse. He also directly holds 9,338 depository shares, each representing a 1/40th interest in Triumph Financial’s 7.125% Series C Fixed Rate Non-Cumulative Perpetual Preferred Stock acquired in an underwritten public offering.

Positive

  • None.

Negative

  • None.
Insider Rafferty Michael P
Role null
Type Security Shares Price Value
Grant/Award Common Stock 1,258 $0.00 --
holding Depository Shares -- -- --
Holdings After Transaction: Common Stock — 38,301 shares (Direct, null); Depository Shares — 9,338 shares (Direct, null)
Footnotes (1)
  1. Shares represented by time-vested restricted stock units that vest one year from date of award. This Form 4/A amends the Form 4 filed on May 5, 2026 to correct the number of shares reported in Box 4 from 1,528 shares to 1,258 shares. Consists of (i) 20,909 shares of common stock of Issuer beneficially owned by reporting person, (ii) 1,258 shares of restricted stock or restricted stock units of the reporting person subject to future vesting requirements, and (iii) 16,134 shares of common stock of Issuer beneficially owned jointly with reporting person's spouse Linda Rafferty. Each Depository Share represents a 1/40th interest in a share of the Issuer's 7.125% Series C Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share. Shares purchased in an underwritten public offering.
Restricted stock units granted 1,258 shares Time-vested RSUs vesting one year from award date at $0.00 per share
Total common shares after award 38,301 shares Rafferty’s beneficial ownership after the corrected grant
Individually owned common stock 20,909 shares Common stock beneficially owned directly by Rafferty
Jointly owned common stock 16,134 shares Shares beneficially owned jointly with spouse Linda Rafferty
Depository shares held 9,338 depository shares Each depository share equals 1/40th of a Series C preferred share
Series C preferred dividend rate 7.125% Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series C
Depository share interest fraction 1/40th per share Interest in one share of 7.125% Series C preferred stock
time-vested restricted stock units financial
"Shares represented by time-vested restricted stock units that vest one year from date of award."
restricted stock units financial
"1,258 shares of restricted stock or restricted stock units of the reporting person subject to future vesting requirements"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Depository Share financial
"Each Depository Share represents a 1/40th interest in a share of the Issuer's 7.125% Series C Fixed Rate Non-Cumulative Perpetual Preferred Stock"
Non-Cumulative Perpetual Preferred Stock financial
"7.125% Series C Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share"
Non-cumulative perpetual preferred stock is a type of investment that pays a fixed dividend forever, without a set end date. If the company skips some dividends in a year, you don’t get that money later, and it’s gone forever. It matters because investors get regular income but may miss out if the company faces financial trouble.
underwritten public offering financial
"Shares purchased in an underwritten public offering."
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
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*
Rafferty Michael P

(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)
XDirector10% Owner
Officer (give title below)Other (specify below)
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 Stock05/01/2026A1,258(1)(2)A$038,301(3)D
Depository Shares(4)9,338D
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
Explanation of Responses:
1. Shares represented by time-vested restricted stock units that vest one year from date of award.
2. This Form 4/A amends the Form 4 filed on May 5, 2026 to correct the number of shares reported in Box 4 from 1,528 shares to 1,258 shares.
3. Consists of (i) 20,909 shares of common stock of Issuer beneficially owned by reporting person, (ii) 1,258 shares of restricted stock or restricted stock units of the reporting person subject to future vesting requirements, and (iii) 16,134 shares of common stock of Issuer beneficially owned jointly with reporting person's spouse Linda Rafferty.
4. Each Depository Share represents a 1/40th interest in a share of the Issuer's 7.125% Series C Fixed Rate Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share. Shares purchased in an underwritten public offering.
Remarks:
Adam D Nelson, Attorney-in-fact05/05/2026
** 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 insider transaction did Triumph Financial (TFIN) report for Michael P. Rafferty?

Triumph Financial reported that director Michael P. Rafferty received 1,258 shares of common stock as restricted stock units at $0.00 per share. These time-vested units are a compensation grant rather than an open-market purchase or sale, and they vest one year from the award date.

Why was this Form 4/A amendment filed for Triumph Financial (TFIN)?

The Form 4/A was filed to correct the number of shares reported in the original filing. The prior Form 4 showed 1,528 shares in Box 4, but this amendment states the correct grant size is 1,258 shares, clarifying Rafferty’s equity award and holdings disclosure.

How many Triumph Financial (TFIN) common shares does Michael P. Rafferty beneficially own after the award?

After the award, Michael P. Rafferty beneficially owns 38,301 Triumph Financial common shares. This includes 20,909 shares held individually, 1,258 restricted shares or units subject to vesting, and 16,134 shares owned jointly with his spouse, providing a detailed breakdown of his equity stake.

What are the terms of Michael P. Rafferty’s 1,258 Triumph Financial restricted stock units?

Rafferty’s 1,258 restricted stock units are time-vested awards that vest one year from the award date. They were granted at $0.00 per share as part of compensation, meaning no cash was paid for the shares, and ownership depends on satisfying the vesting conditions.

Is Michael P. Rafferty’s transaction in Triumph Financial (TFIN) common stock a market purchase or sale?

The transaction is a grant of 1,258 restricted stock units at $0.00 per share, not an open-market purchase or sale. It reflects equity compensation awarded to Rafferty, with shares subject to one-year time-based vesting rather than immediate free trading from a market transaction.