STOCK TITAN

Triumph Financial (TFIN) EVP receives stock grants, options and RSUs

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

Rhea-AI Filing Summary

Triumph Financial EVP and General Counsel Adam D. Nelson reported equity compensation changes and related tax withholding. He received 2,710 and 1,850 shares of common stock as grant or award acquisitions, and 3,432 employee stock options with a $67.55 exercise price expiring on May 1, 2036.

In connection with vesting of restricted stock and performance awards, 1,194 shares of common stock were disposed of to cover tax withholding obligations at $67.55 per share. Following these transactions, he directly holds 29,392 common shares, consisting of 23,737 shares beneficially owned and 4,461 restricted shares or RSUs subject to future vesting requirements.

Positive

  • None.

Negative

  • None.

Insights

Filing shows routine stock grants, options, and tax withholding for Triumph Financial’s EVP.

The transactions center on equity compensation for Adam D. Nelson, including 2,710 and 1,850 common shares granted at $0 cost and 3,432 non-qualified stock options with a $67.55 exercise price expiring on May 1, 2036. These are standard incentive awards under an omnibus plan.

The single disposition of 1,194 shares at $67.55 per share is explicitly to satisfy tax withholding tied to vesting, not an open-market sale. After these events, he holds 29,392 common shares, including 4,461 restricted shares or RSUs still subject to vesting, plus several option grants expiring between 2033 and 2036. Overall, this appears as routine compensation and tax mechanics rather than a directional bet on the stock.

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 2,710 $0.00 --
Tax Withholding Common Stock 1,194 $67.55 $81K
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. 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) 23,737 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.
Common stock grant 1 2,710 shares Grant/award acquisition of common stock
Common stock grant 2 1,850 shares Grant/award acquisition of common stock
Tax-withholding shares 1,194 shares at $67.55 Shares forfeited to cover tax withholding on vesting
Post-transaction holdings 29,392 shares Common shares directly held after transactions
Beneficial vs restricted shares 23,737 + 4,461 shares Beneficially owned and restricted/RSU shares after transactions
New option grant 3,432 options at $67.55 Employee stock options expiring May 1, 2036
Existing options 1 2,976 underlying shares at $51.25 Employee stock options expiring May 1, 2033
Existing options 2 2,010 underlying shares at $72.00 Employee stock options expiring May 1, 2034
Restricted Stock Unit ("RSU") financial
"Each share is represented by a Restricted Stock Unit ("RSU")."
performance-based restricted stock units financial
"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
"shares forfeited to cover tax withholding obligations in connection with the vesting of restricted stock units"
non-qualified stock options financial
"Represents non-qualified stock options of Issuer granted to reporting person"
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."
vest on the ratably on each of the first four anniversaries financial
"The RSUs will vest on the ratably on each of the first four anniversaries"
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)

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 Stock05/01/2026A2,710(2)A$029,392D
Common Stock05/01/2026F1,194(3)D$67.5528,198(4)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(5)$67.5505/01/2026A3,432 (6)05/01/2036Common Stock3,432$03,432D
Employee Stock Options(5)$54.38 (6)05/01/2035Common Stock4,4094,409D
Employee Stock Options(6)$72 (5)05/01/2034Common Stock2,0102,010D
Employee Stock Options(5)$51.25 (6)05/01/2033Common Stock2,9762,976D
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. Represents the number of shares forfeited to cover tax withholding obligations in connection with the vesting of restricted stock units and performance awards.
4. Consists of (i) 23,737 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.
5. Represents non-qualified stock options of Issuer granted to reporting person under Issuer's 2014 Omnibus Incentive Plan.
6. 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 grants did Triumph Financial (TFIN) EVP Adam D. Nelson receive?

Adam D. Nelson received two stock grants of 2,710 and 1,850 Triumph Financial common shares at $0 per share. He also received 3,432 non-qualified stock options with a $67.55 exercise price expiring on May 1, 2036, as part of his compensation.

Why were 1,194 Triumph Financial (TFIN) shares disposed of in this Form 4?

The filing shows 1,194 common shares disposed of at $67.55 per share to cover tax withholding obligations. Footnotes explain these shares were forfeited in connection with vesting of restricted stock units and performance awards, rather than sold in an open-market transaction.

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

After the reported transactions, Adam D. Nelson directly holds 29,392 common shares of Triumph Financial. Footnotes state this consists of 23,737 shares beneficially owned and 4,461 restricted shares or RSUs that remain subject to future vesting conditions under company award terms.

What restricted stock unit (RSU) details are disclosed for Triumph Financial (TFIN) in this filing?

The filing states each share in certain awards is represented by an RSU, vesting ratably on each of the first four anniversaries of the grant date. It also notes shares earned from performance-based RSUs and clarifies some shares were withheld to satisfy related tax obligations.

What stock option awards does Adam D. Nelson hold in Triumph Financial (TFIN)?

Nelson holds non-qualified stock options granted under Triumph’s 2014 Omnibus Incentive Plan. These include options with exercise prices of $51.25, $72.00, $54.38, and a new grant at $67.55, expiring between May 1, 2033 and May 1, 2036, subject to four-year vesting schedules.

Are the Triumph Financial (TFIN) transactions in this Form 4 open-market buys or sells?

No open-market buys or sells are shown. The Form 4 reports grant or award acquisitions of stock and options, plus a single tax-withholding disposition of 1,194 shares tied to vesting, meaning shares were forfeited to cover taxes rather than sold in the market.