Triumph Financial, Inc.
For the period ended Apr 23, 2026. Filed Mar 11, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 23, 2026 · Filed Mar 11, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to Section 240.14a-12 |
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
12700 Park Central Drive, Suite 1700
Dallas, Texas 75251
(214)365-6900
Dear Triumph Financial, Inc. Shareholders,
You are cordially invited to attend the Annual Meeting of Shareholders of Triumph Financial, Inc. (the “Company”). The meeting will be held on Thursday, April 23, 2026. The Annual Meeting will begin promptly at 9:30 a.m., local time, at 3 Park Central, 12700 Park Central Drive, 15 th Floor, Dallas, Texas 75251.
A Notice of Annual Meeting of Shareholders and the Proxy Statement for the meeting are attached. To ensure your representation at the Annual Meeting, you are urged to vote by proxy via the Internet or telephone pursuant to the instructions provided in the enclosed proxy card; or by completing, dating, signing and returning the enclosed proxy card.
The terms of three of our current directors, Harrison Barnes, Richard L. Davis and Maribess Miller, will expire at the Annual Meeting. We thank Mr. Barnes, Mr. Davis and Ms. Miller for their dedicated service to the Company. The size of our Board will be decreased to nine directors effective as of the Annual Meeting with the nine other existing members of the Board of Directors (the “Board”) standing forre-election at the Annual Meeting filling such seats.
The Notice of Annual Meeting and Proxy Statement on the following pages contain information about the official business of the Annual Meeting. Whether or not you expect to attend, please vote your shares now. Of course, if you decide to attend the Annual Meeting, you will have the opportunity to revoke your proxy and vote your shares in person. This Proxy Statement is also available at www.proxydocs.com/TFIN.
Sincerely,
Aaron P. Graft
President and Chief Executive Officer
Notice of Annual Meeting of Shareholders
To be held April 23, 2026
Meeting Information
| Date: | April 23, 2026 |
|---|---|
| Time: | 9:30 a.m. Central Time |
| Location: | 3 Park Central, 12700 Park Central Drive, 15th Floor Dallas, Texas 75251 |
| Record Date: | Close of business, February 24, 2026 |
Voting Items
| 1. | To elect the nine directors named in the accompanying proxy statement to our Board of Directors to serve until the next annual meeting of Shareholders or until their respective successors have been elected and qualified; |
| 2. | To vote on a non-binding advisory resolution to approve the compensation of the Company’s named executive officers as disclosed in the accompanying proxy statement (the “Say on Pay Proposal”); |
| 3. | To ratify the appointment of Crowe LLP as our independent registered public accounting firm for the current fiscal year; and |
| 4. | To transact any business as may properly come before the Annual Meeting or any adjournments or postponements. |
We are furnishing our 2025 Annual Report and proxy materials to our Shareholders primarily through the Internet this year in accordance with rules adopted by the Securities and Exchange Commission. Shareholders of record have been mailed a Notice of Internet Availability of Proxy Materials on or around March 11, 2026, which provides them with instructions on how to vote and how to access the 2025 Annual Report and proxy materials on the Internet. It also provides instructions on how to request paper copies of these materials.
Shareholders of record who previously enrolled in a program to receive electronic versions of the 2025 Annual Report and proxy materials will receive an email notice with details on how to access those materials and how to vote.
2026 Proxy Statement
How to Vote
Shareholders of record may vote:
| • | By Internet: go to www.proxypush.com/TFIN |
|---|---|
| • | By phone: call 866-206-5381 |
| • | By mail: complete and return the enclosed proxy card in the postage prepaid envelope provided. |
If your shares are held in the name of a broker, bank or other shareholder of record, please follow the voting instructions that you receive from the broker, bank or other shareholder of record entitled to vote your shares.
The Board of Directors has fixed the close of business on February 24, 2026 as the record date for the determination of Shareholders entitled to notice of, and to vote at, the Annual Meeting.
| By Order of the Board of Directors, | |
| Dallas, Texas | Aaron P. Graft |
|---|---|
| President and Chief Executive Officer |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders
to be Held on April 23, 2026.
The Proxy Statement for the 2026 Annual Meeting, the Notice of the 2026 Annual Meeting, the form of proxy and the Company’s 2025 Annual Report are available at www.proxydocs.com/TFIN.
2026 Proxy Statement
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.