[Form 4] Triumph Financial, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Adam D. Nelson, EVP and General Counsel of Triumph Financial, Inc. (TFIN), reported a sale of 3,500 shares of Common Stock on 08/25/2025 at a reported price of $60.39 per share under a 10b5-1 plan. After the transaction, Mr. Nelson beneficially owns 27,832 shares, consisting of 23,768 directly owned shares and 4,064 restricted shares or RSUs subject to future vesting. The Form 4 was signed on 08/26/2025.

Positive

• Transaction reported under a 10b5-1 plan, indicating a prearranged trade rather than an ad hoc insider sale
• Full disclosure of holdings, specifying both direct shares and 4,064 restricted shares/RSUs

Negative

• Sale of 3,500 shares reduced direct ownership, which may be perceived as insider liquidity
• Restricted shares remain unvested, so potential future dilution of vested holdings exists

Insights

Securities Analyst

TL;DR: Insider sold a small portion of holdings via a Rule 10b5-1 plan; overall ownership remains sizeable and includes unvested equity.

The reported disposition of 3,500 shares at $60.39 per share appears executed pursuant to a 10b5-1 plan, which typically signals a prearranged sale rather than a discretionary insider trade. Post-transaction beneficial ownership is 27,832 shares, including 4,064 restricted shares/RSUs that remain subject to vesting. For investors, this is a routine insider liquidity event; the scale of the sale relative to total holdings is modest and does not indicate a material change in control or ownership.

Corporate Governance Expert

TL;DR: Filing documents an officer/director sale under an affirmative defense plan; disclosure is complete and conforms to Section 16 reporting.

The Form 4 discloses the reporting person’s role as EVP and General Counsel and clearly marks the transaction as made under a 10b5-1(c) plan. The filing lists both direct holdings and restricted shares, providing transparency on vested versus unvested equity. From a governance perspective, the filing meets statutory obligations and enables shareholders to track insider liquidity while distinguishing preplanned sales from ad hoc trades.

SEC Form 4

FORM 4

UNITED 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).

X

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 TX 75251

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Triumph Financial, Inc. [ TFIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/25/2025		S		3,500	D	$60.39	27,832(1)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Consists of (i) 23,768 shares beneficially owned by reporting person, and (ii) 4,064 shares of restricted stock or restricted stock units of the reporting person subject to future vesting requirements.

Remarks:

	Adam D. Nelson	08/26/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did Adam D. Nelson report on the Form 4 for TFIN?

He reported a sale of 3,500 shares of Triumph Financial common stock on 08/25/2025 at $60.39 per share and beneficial ownership of 27,832 shares after the transaction.

Was the TFIN insider transaction executed under a 10b5-1 plan?

Yes. The Form 4 indicates the transaction was made pursuant to a 10b5-1(c) affirmative defense plan.

How many restricted shares or RSUs does Adam D. Nelson hold according to the filing?

The filing discloses 4,064 restricted shares or RSUs that are subject to future vesting requirements.

What is Adam D. Nelson’s role at Triumph Financial (TFIN)?

He is reported as EVP and General Counsel and the Form 4 is filed by one reporting person.

When was the Form 4 signed and filed?

The signature block shows the form was signed by Adam D. Nelson on 08/26/2025.