tfin-20250508

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 8, 2025

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)

(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 class

Trading
Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

TFIN

NASDAQ Global Select Market

Depositary Shares Each Representing a 1/40th Interest in a Share of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock

TFINP

NASDAQ Global Select Market

Item 3.02.Unregistered Sales of Equity Securities

In connection with the closing of the previously announced acquisition of GreenScreens AI, Inc. (“Greenscreens”) by TBK Bank, SSB (“TBK Bank”), on May 8, 2025 Triumph Financial, Inc. (the “Company”) issued a total of 256,984 shares of Company common stock as stock consideration to certain stockholders of Greenscreens (the “Stock Consideration”). The Stock Consideration has not been registered under the Securities Act of 1933, as amended, and has been issued in reliance upon the exemption provided in Regulation D promulgated thereunder.

Item 8.01.Other Events

On May 8, 2025, the Company issued a press release announcing the closing of its previously announced acquisition of Greenscreens. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that such statements are predictions and that actual events or results may differ materially. The Company’s expected financial results or other plans are subject to a number of risks and uncertainties. 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: the Company may be unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies with Greenscreens.ai within the Company’s management’s expected timeframes or at all; and the ability of the Company or Greenscreens.ai to retain and hire key personnel. 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 the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 11, 2025. Forward-looking statements speak only as of the date made and the Company undertakes no duty to update the information.

Item 9.01.Financial Statements and Exhibits


Exhibit			Description
99.1			Press release, dated May 8, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

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