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Triumph Financial, Inc.

For the period ended Dec 31, 2025. Filed Feb 11, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 11, 2026

TFIN$61.23-1.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-K

Period ended 2024-12-31; filed 2025-02-11.

0001628280-25-004879

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-K

Period ended 2025-12-31; filed 2026-02-11.

0001539638-26-000007

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 284 previous paragraphs and 287 current paragraphs.

148 unchanged; 97 reworded; 39 added; 39 removed; 0 previous and 3 current paragraphs rearranged.

Tables are not compared: 41 previous and 39 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (39)

Current report

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Current report

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report

On December 17, 2025, we sold the building in Dallas, Texas originally purchased in March 2024 for the purpose of constructing a future headquarters for Triumph Financial and will not occupy the building in any capacity. The building was sold for $64.0 million in cash, resulting in a gain on sale of $8.7 million. The gain on sale was allocated to the Corporate and Other category for segment reporting.

Current report

In August 2025, we announced a reduction in force involving approximately 5% of our workforce, as well as other cost saving initiatives including non-headcount related reductions in facilities, legacy technology, vendor spend, and travel. These actions are part of our initiatives to re-balance our cost structure in light of technology investments that have delivered significant efficiencies across the organization. These advancements have reduced the need for certain roles and prompted a reorganization of teams and responsibilities to better serve our transportation verticals. We believe these actions will strengthen our competitive position, enhance operational agility, and support sustainable long-term growth.

Current report

During the year ended December 31, 2025, we recognized $3.2 million of expense related to the reduction in force, which consisted primarily of one-time termination charges arising from severance obligations and other customary employee benefit payments made in connection with a reduction in force. These costs were included in salaries and benefits expense in the consolidated statements of income and for segment reporting, $0.5 million of the expense was recognized by the Banking segment, $1.1 million was recognized by the Factoring segment, $0.5 million was recognized by the Payments segment, $0.2 million was recognized by the Intelligence segment, and $0.8 million was allocated to the corporate and other category. The Company also recognized $1.3 million of expense during the year ended December 31, 2025 related to the cost saving initiatives, which consisted primarily of one-time contract amendment fees. These costs were included in professional fees in the consolidated statements of income and were allocated to the corporate and other category for segment reporting.

Current report

•$19.4 million to relieve the entire balance of Misdirected Payments Receivable, net of customer reserves,

Current report

•$3.8 million to recovery of previously charged-off acquired over-formula advances related to the aforementioned large carrier, and

Current report

•$3.8 million to CVLG in accordance with the amended terms of the CVLG transaction.

Current report

The USPS Settlement had an $11.5 million positive impact on pretax net income for the year ended December 31, 2025 made up of the prior period impacts of the interest and fees, legal expense recovery, and the recovery of the previously charged-off acquired over-formula advances. The $19.4 million Misdirected Payments Receivable balance was legally discharged upon receipt of the settlement proceeds on July 10, 2025.

Current report

On May 8, 2025, we, through our wholly-owned subsidiary TBK Bank, SSB, acquired Greenscreens AI, Inc. ("Greenscreens"), a pricing solution for the logistics industry that delivers short-term freight market pricing intelligence and business insights, for $139.0 million in cash and $12.7 million of our common stock.

Current report

Rates paid on our interest bearing liabilities did not meaningfully impact our net interest margin as our total average cost of interest bearing liabilities was relatively flat year over year.

Current report

During the year ended December 31, 2025, the Company acquired a $23.4 million nonperforming loan for $3.3 million. The loan was purchased credit deteriorated ("PCD") and therefore, a $10.8 million ACL was established on Day 1 resulting in a discount of $9.3 million. In the first half of the year, the Company determined that the $10.8 million ACL was uncollectible and charged off the entire amount. Such charge-off had no impact on credit loss expense as the initial reserve was recorded through purchase accounting. During the fourth quarter of the year, the Company was able to repossess, and in some instances liquidate, a substantial amount of the loan's collateral leading to a recovery and benefit to credit loss expense of $9.5 million. The net charge-off amount related to the acquired PCD loan was $1.3 million for the year ended December 31, 2025.

Current report

The decrease in credit loss expense was also impacted by net charge-off activity. We had net charge-offs that impacted credit loss expense of $7.4 million during the year ended December 31, 2025 compared to net charge-offs that impacted credit loss expense of $13.1 million during the prior year. Such net charge-offs for the year ended December 31, 2025 include the aforementioned $3.8 million recovery resulting from the USPS Settlement as well as the $1.3 million net charge off related to the aforementioned acquired PCD loan.

Current report

•Netg ains (losses) on disposal of premises and equipment. Net gains (losses) on disposal of premises and equipment increased $14.9 million, primarily due to the aforementioned $8.7 million gain on sale of the building purchased in 2024 for the purpose of constructing a future headquarters for Triumph as well as a $5.6 million gain on sale of an airplane.

Current report

•Other. Other noninterest income decreased $3.3 million, primarily due to a $1.2 million impairment charge on an equity investment obtained through a debt restructuring and a $1.9 million decrease in rental income generated by the property that was sold during the year. These decreases were partially offset by a $1.5 million increase in bank owned life insurance income. Additionally, the Company experienced an unrealized loss on the market value of its revenue share asset of $9 thousand during the year ended December 31, 2025 compared to a $1.3 million gain during the same period a year ago.

Current report

•Occupancy, Furniture and Equipment. Occupancy, furniture and equipment expenses decreased $1.1 million, or 3.5%, primarily due to a $0.6 million decrease in depreciation expense and a $0.4 million decrease in maintenance and service fees period over period.

Current report

•FDIC Insurance and Other Regulatory Assessments. FDIC insurance and other regulatory assessments increased $1.7 million, or 62.9%, primarily due to increased assessments period over period.

Current report

•Communications and Technology. Communications and technology expenses decreased $1.2 million, or 2.3%, primarily due to decreased IT professional services fees.

Current report

Interest income decreased $5.3 million, or 2.0%, primarily as a result of decreased yields at our Banking segment in spite of increased average balances of interest earning assets. While average loans in our Banking segment, excluding intersegment loans, increased 12.0% from $3.036 billion for the year ended December 31, 2024 to $3.400 billion for the year ended December 31, 2025, this increase was partially offset by decreased yields. Outside of loans, the Banking segment also experienced a decrease in yields on debt securities and interest earning cash and cash equivalents. The average cash and cash equivalents balance decreased period over period as a result of the Greenscreens acquisition during the second quarter of 2025.

Current report

Interest expense increased $10.4 million, or 16.6%, primarily due to higher average balances in our Banking interest bearing liabilities. Average total interest bearing deposits increased $261.2 million, or 10.1%. Further, our Banking segment experienced an increased usage of higher-priced brokered time deposits period over period. The increase in interest expense was partially offset by decreased rates on our interest bearing liabilities.

Current report

Noninterest income at our Banking segment decreased period over period due to a $1.2 million impairment charge on an equity investment obtained through a debt restructuring and a $2.4 million decrease in insurance commissions. These decreases were partially offset by a $1.5 million increase in BOLI income at our Banking segment.

Current report

As illustrated in the table above, noninterest expense decreased period over period, the details of which are illustrated in the table above. For the year ended December 31, 2025, salaries and benefits expense included $0.5 million of expense resulting from our aforementioned restructuring activities, and other noninterest expense includes $1.4 million of litigation settlement expense.

Current report

Our average invoice size decreased 1.9% from $1,786 for the year ended December 31, 2024 to $1,752 for the year ended December 31, 2025. This decrease is the result of a broad drop in transportation invoice prices across the industry as well as a change in mix as we add more short-haul fleets to our factoring purchases. The number of invoices purchased increased 15.0% period over period.

Current report

Credit loss expense at our Factoring segment is made up of credit loss expense related to factored receivables and loans at our Factoring segment. Credit loss expense related to factored receivables and loans was a $1.3 million for the year ended December 31, 2025 compared to credit loss expense of $4.8 million for the year ended December 31, 2024. The decrease in credit loss expense on factored receivables and loans was driven by decreased net charge-offs period over period including the $3.8 million recovery resulting from the USPS settlement. The decrease was also driven by a decrease in required specific reserves. These decreases were partially offset by increases to the ACL driven by changes in volume and mix of the portfolio period over period and changes in loss assumptions period over period.

Current report

Noninterest expense at our Factoring segment decreased period over period the details of which are illustrated in the table above. For the year ended December 31, 2025, professional fees, a component of noninterest expense, at our Factoring segment reflect a $6.5 million recovery of previously expensed legal fees associated with the USPS Settlement. Other noninterest expense at our Factoring segment reflects a $2.0 million expense driven by settlement of litigation unrelated to the USPS Settlement for the year ended December 31, 2025. For the year ended December 31, 2025, salaries and benefits expense included $1.1 million of expense resulting from our aforementioned restructuring activities.

Current report

Noninterest expense increased at our Payments segment, the details of which are illustrated in the table above. For the year ended December 31, 2025, salaries and benefits expense included $0.5 million of expense resulting from our aforementioned restructuring activities.

Current report

Gross margin is a non-GAAP financial measure used as supplemental measure to evaluate the performance of our Intelligence segment. Cost of revenues is comprised primarily of salaries and benefits and communications and technology costs for employees providing services to the Company's customers. This includes the costs of the Company's personnel performing integration, customer support, third-party data center and customer training activities. Cost of revenues also includes the direct costs of third party hosting services. We have elected to exclude amortization expense of capitalized developed software and acquired technology as well as allocations of fixed asset depreciation expense and occupancy expenses from cost of revenues. Due to the timing of the Greenscreens acquisition in May 2025, gross margin is not meaningful for the full years ended December 31, 2025 and 2024.

Current report

The decreased operating loss was primarily driven by the aforementioned $8.7 million gain on sale of the building purchased in 2024 for the purpose of constructing a future headquarters for Triumph as well as a $5.6 million gain on sale of an airplane. These gains were partially offset by a $7.0 million increase in salaries and benefits expense and a $3.8 million increase in professional fees. For the year ended December 31, 2025, salaries and benefits expense and professional fees included $0.8 million and $1.3 million of expense resulting from our restructuring activities, respectively. Further, Corporate experienced a $2.4 million increase in other noninterest expense driven by $2.4 million of current period lease termination payments related to the building we acquired during March 2024. Additionally, Corporate experienced a $2.6 million decrease in interest expense period over period as a result of decreased average borrowings.

Current report

Nonperforming loans decreased $55.8 million, or 49.2%, due to a $7.5 million payoff of a nonperforming multifamily relationship, a combined $42.1 million decrease in five large nonperforming equipment finance relationships, a combined $13.6 million decrease in three large nonperforming liquid credit relationships, the sale of a $2.5 million nonperforming construction relationship, a $2.0 million decrease in a nonperforming other commercial lending relationship, a $1.5 million payoff of a nonperforming farmland relationship, and a $21.9 million decrease in nonperforming factored receivables. The decrease in nonperforming factored receivables includes the reduction of the $19.4 million Misdirected Payments Receivable, net of customer reserves. These decreases were partially offset by the addition of a nonperforming asset based lending relationship of $22.5 million discussed further in Item 1. Legal Proceedings of Part II of this document, a $4.8 million increase driven by the addition of three large nonperforming equipment finance relationships, and a $6.6 million increase driven by the addition of two large nonperforming commercial real estate relationships.

Current report

The ACL decreased $4.2 million, or 10.3%. This decrease reflects net charge-offs of $18.2 million and credit loss expense of $3.2 million. It should be noted that the $10.8 million ACL on the acquired PCD loan was booked as part of the loan purchase with no impact on credit loss expense. Therefore, the corresponding $10.8 million charge-off also had no impact on credit loss expense.

Current report

Net loans charged off increased $5.1 million, or 38.9%. Net charge-offs during the year ended December 31, 2025 reflect the $10.8 million charge off on the acquired PCD loan that had no impact on earnings and the $9.5 million recovery on that loan that resulted in a benefit to credit loss expense during the year. The net charge-off amount related to the acquired PCD loan was $1.3 million for the year ended December 31, 2025. Such net charge-offs also reflect the $3.8 million factoring recovery resulting from the USPS settlement, a $6.8 million partial charge-off of a liquid credit relationship, a $4.0 million partial charge-off of a separate liquid credit relationship, a $2.4 million charge-off of a factoring relationship, and a $2.1 million partial charge-off of an equipment lending relationship. There were no individually significant charge-offs during the year ended December 31, 2024.
Removed paragraphs (39)

Previous report

On March 20, 2024, we purchased a building in Dallas, TX that will be the future headquarters for Triumph Financial. The purchase price, including direct costs, was $54.6 million with approximately $51.7 million allocated to land and building and $2.9 million allocated to lease-related intangibles.

Previous report

As disclosed on our SEC Forms 8-K filed on July 8, 2020 and September 23, 2020, we acquired the transportation factoring assets of TFS, a wholly owned subsidiary of Covenant Logistics Group, Inc. ("Covenant"), and subsequently amended the terms of that transaction. There were no material developments related to that transaction that impacted our operating results for the year ended December 31, 2024.

Previous report

At December 31, 2024, the carrying value of the acquired over-formula advances was $1.4 million, the total reserve on acquired over-formula advances was $1.4 million and the balance of our indemnification asset, the value of the payment that would be due to us from Covenant in the event that these over-advances are charged off, was $0.7 million.

Previous report

On June 22, 2023 we made a $9.7 million minority investment in Trax Group, Inc. ("Trax"), a leader in transportation spend management solutions. The investment in Trax is accounted for as an equity investment without a readily determinable fair value measured under the measurement alternative and is included in other assets on our consolidated balance sheet.

Previous report

On February 1, 2023, we entered into an accelerated share repurchase (“ASR”) agreement to repurchase $70.0 million of our common stock. The ASR was part of our previously announced plan to repurchase up to $100.0 million of our common stock and was within the remaining amount authorized by our Board of Directors pursuant to such plan. During the three months ended March 31, 2023, we received an initial delivery of 961,373 common shares representing approximately 80% of the expected total to be repurchased. On April 28, 2023, the ASR was completed and we received an additional delivery of 247,954 common shares.

Previous report

(2)Performance ratios include discount accretion on purchased loans for the periods presented as follows:

Previous report

The decrease in our net interest margin was primarily driven by an increase in our average cost of interest bearing liabilities of 62 basis points. This increase in average cost was caused by generally higher interest rates paid on our interest-bearing liabilities driven by changes in interest rates in the macro economy.

Previous report

During the year ended December 31, 2023, new adverse developments with one of the two remaining Over-Formula Advance clients caused us to charge-off the entire Over-Formula Advance amount due from that client. This resulted in a net charge-off of $3.3 million; however, this net charge-off had no impact on credit loss expense as the entire amount had been reserved in a prior period. In accordance with the Agreement reached with Covenant, Covenant reimbursed us for $1.7 million of this charge-off. We continue to reserve the full balance of the Over-Formula Advance clients at December 31, 2024 which totals $1.4 million.

Previous report

The increase in credit loss expense was partially offset by net charge-off activity during the period. Net charge-offs during the year ended December 31, 2024 were $13.1 million compared to $19.8 million during the same period a year ago. Approximately $3.0 million of the $13.1 million net charge-offs for the year ended December 31, 2024 were reserved in a prior period while approximately $8.5 million of the $19.8 million net charge-offs for the year ended December 31, 2023 were reserved in a prior period. Such prior period reserves are included in the discussion of changes in specific reserves above.

Previous report

•Other. Other noninterest income increased $9.4 million, primarily due to a gain on our revenue share

Previous report

asset of $1.3 million during the year ended December 31, 2024 compared to a loss of $1.7 million during

Previous report

the same period a year ago. We also recognized $4.0 million of rental income on the building we acquired during

Previous report

March of 2024. Further, we recognized a $0.5 million gain on equity security activity during the year ended December 31, 2024 compared to a gain of $0.1 million during the same period a year ago. There were no other significant changes within the components of other income.

Previous report

•Occupancy, Furniture and Equipment. Occupancy, furniture and equipment expenses increased $4.1 million, or 14.3%, primarily due to $2.9 million of expense related to the building we acquired during March of 2024. The additional increase is driven by growth in our operations period over period.

Previous report

•Amortization of intangible assets. Amortization of intangible assets increased $0.5 million, or 4.7%, primarily due to additional amortization resulting from the intangible assets related to the building we acquired during March of 2024.

Previous report

•Communications and Technology. Communications and technology expenses increased $5.2 million, or 11.5%, primarily as a result of increased spending on IT infrastructure, information security, and initiatives designed to develop efficiency in our IT operations.

Previous report

•Travel and entertainment. Travel and entertainment expenses decreased $0.7 million, or 11.1%, primarily due to decreased travel period over period.

Previous report

Interest income increased $0.7 million, or 0.3% primarily as a result of increased yields and average balances on our non-loan interest earning assets at our Banking segment. The increase was partially offset by slight decreases in average loans and loan yield at our Banking segment. More specifically, average loans in our Banking segment, excluding intersegment loans, decreased 0.5% from $3.051 billion for the year ended December 31, 2023 to $3.036 billion for the year ended December 31, 2024. Intersegment interest income allocated to our Banking segment decreased period over period due to decreased average factored receivables balances at our Factoring segment and increased funding provided by our Payments segment resulting in increased intersegment interest allocation to such segment.

Previous report

Interest expense increased primarily due to higher interest rates paid on our Banking segment interest-bearing liabilities driven by changes in interest rates in the macro economy. Additionally, average total interest bearing deposits increased $75.4 million, or 3.0%.

Previous report

Noninterest income at our Banking segment increased period over period due to a $0.5 million gain on equity security activity during the year ended December 31, 2024 compared to a $0.1 million gain on such activity during the same period a year ago. Additionally, our Banking segment experienced a $1.1 million increase in fee income, a $0.9 million increase in insurance commissions, and a $0.4 million decrease in write-downs on repossessed assets period over period. There were no other significant changes in the components of noninterest income at our Banking segment period over period.

Previous report

As illustrated in the table above, noninterest expense decreased primarily due to a decrease in salaries and employee benefits expense, advertising expense and intangible asset amortization period over period. These decreases were partially offset by increased communications and technology expense and professional fees. There were no other significant changes in the components of noninterest expense at our Banking segment period over period.

Previous report

(2) Non-interest income for the year ended December 31, 2022 includes $14.2 million of gains on sale of a portfolio of factored receivables, which contributed 1.09% to the yield on average net funds employed for the period.

Previous report

Our average invoice size decreased 4.1% from $1,862 for the year ended December 31, 2023 to $1,786 for the year ended December 31, 2024 and the number of invoices purchased decreased 0.2% period over period.

Previous report

The increase in credit loss expense at our Factoring segment was driven by an increase in required specific reserves period over period and changes in volume and mix of the portfolio period over period. The increase was partially offset by a decrease in net charge-offs period over period. Changes in loss assumptions did not have a material impact on the change in credit loss expense period over period.

Previous report

As illustrated in the table above, the decrease in noninterest expense at our Factoring segment was primarily due to decreased spending across a number of expense line items most notably, communications and technology expense and software amortization. The decrease was partially offset by a year over year increase in professional fees. There were no other significant changes in the components of noninterest expense at our Factoring segment period over period.

Previous report

(1)Noninterest income for the year ended December 31, 2022 includes a $10.2 million gain on an equity investment and a $3.2 million loss on impairment of warrants.

Previous report

During 2024, the Payments segment expanded revenue, added client relationships, improved the payments network and achieved positive EBITDA for the third and fourth quarters. It is possible that we face a continued weak freight market for 2025 and experience a decline in interest rates. If the freight market remains weak, interest rates decline, and we invest in strategic initiatives, it will put pressure on earnings for our Payments segment and the enterprise as a whole. It is possible that the Payments segment could fall back below EBITDA breakeven in future periods. Nevertheless, we believe in the long-term value of what we are building and we will continue to execute our plan.

Previous report

Nonperforming loans increased $44.5 million, or 64.6%, due to the addition of four equipment finance relationships of $31.1 million, $8.3 million, $3.5 million, and $2.2 million all collateralized by various equipment. Additionally, we added a $7.5 million multifamily relationship fully collateralized by a mixed use development and a $1.5 million farmland loan fully collateralized by farmland. Further, we added a $2.5 million construction relationship and a $2.2 million commercial loan partially collateralized by the personal residences of the borrower's founder. Nonperforming factored receivables increased $0.1 million. These increases were partially offset by a $2.7 million pay-down of a nonperforming equipment relationship, a $2.6 million reduction in a nonaccrual liquid credit relationship, a $1.5 million pay-down of a nonperforming agriculture and farmland relationship, a $1.2 million pay-down of a nonperforming equipment relationship, a $1.1 million pay-down of a nonperforming equipment relationship, and a $1.4 million reduction of a nonperforming commercial real estate loan. The entire balance of Misdirected Payments is included in nonperforming loans (specifically, factored receivables) in accordance with our policy. The balance of such Misdirected Payments, net of customer reserves, was $19.4 million at December 31, 2024.

Previous report

The ACL increased $5.5 million, or 15.6%. This increase reflects net charge-offs of $13.1 million and credit loss expense of $18.6 million. Refer to the Results of Operations: Credit Loss Expense section for discussion of material charge-offs and credit loss expense. At period end, our entire remaining Over-Formula Advance position was down from $3.2 million at December 31, 2023 to $1.4 million at December 31, 2024, and the entire balance at December 31, 2024 was fully reserved. At December 31, 2024, the Misdirected Payments amount, net of customer reserves, was $19.4 million. Based on our legal analysis and discussions with our counsel advising us on this matter, we continue to believe it is probable that we will prevail in such action and that the USPS will have the capacity to make payment on such receivable. Consequently, we have not reserved for such balance as of December 31, 2024.

Previous report

Net loans charged off decreased $6.7 million, or 33.8%. Charge-offs during the year ended December 31, 2023 reflect a $2.3 million general commercial loan charge-off. Prior period charge-offs include the aforementioned $3.3 million net charge-off of the fully reserved over-formula advance balance. Additionally, during the year ended December 31, 2023, the Company charged off three liquid credit relationships carrying balances of $3.8 million, $3.2 million, and $1.6 million, respectively, at the time of charge-off.

Previous report

The following table provides a summary of our customer repurchase agreements as of and for the years ended December 31, 2024, 2023, and 2022:

Previous report

Our customer repurchase agreements generally have overnight maturities. Variances in these balances are attributable to normal customer behavior and seasonal factors affecting their liquidity positions.

Previous report

Paycheck Protection Program Liquidity Facility (“PPPLF”)

Previous report

The PPPLF is a lending facility offered by the Federal Reserve Banks to facilitate lending to small businesses under the Paycheck Protection Program. Borrowings under the PPPLF are secured by Paycheck Protection Program Loans (“PPP loans”) guaranteed by the Small Business Administration (“SBA”) and mature at the same time as the PPP Loan pledged to secure the extension of credit. The maturity dates of the borrowings is accelerated if the underlying PPP Loan goes into default and Company sells the PPP Loan to the SBA to realize on the SBA guarantee or if the Company receives any loan forgiveness reimbursement from the SBA for the underlying PPP Loan. Our PPPLF borrowings were repaid during January 2022 and we had no PPPLF borrowings outstanding at December 31, 2024, and 2023, and 2022.
Reworded paragraphs (97)

Previous wording

We are a financial holding company headquartered in Dallas, Texas and registered under the Bank Holding Company Act, that offers a diversified line of banking, factoring, payments, and intelligence services. Our principal subsidiary is TBK Bank, SSB, a Texas state savings bank and the entity through which we offer substantially all of our products and services. Effective January, 1, 2025, we merged Triumph Financial Services LLC, the entity though which we previously conducted all of our factoring operations, with and into TBK Bank, SSB. As of December 31, 2024, we had consolidated total assets of $5.949 billion, total loans held for investment of $4.547 billion, total deposits of $4.821 billion and total stockholders’ equity of $890.9 million.

Current wording

We are a financial holding company headquartered in Dallas, Texas and registered under the Bank Holding Company Act, that offers a diversified line of banking, factoring, payments, and intelligence services. Our principal subsidiary is TBK Bank, SSB, a Texas state savings bank and the entity through which we offer substantially all of our products and services. As of December 31, 2025, we had consolidated total assets of $6.381 billion, total loans held for investment of $4.991 billion, total deposits of $4.950 billion and total stockholders’ equity of $941.8 million.

Previous wording

We offer traditional banking services, commercial lending product lines focused on businesses that require specialized financial solutions and national lending product lines that further diversify our lending operations. Our banking operations commenced in 2010 and include a branch network developed through organic growth and acquisition, including concentrations the front range of Colorado, the Quad Cities market in Iowa and Illinois and a full service branch in Dallas, Texas. Our traditional banking offerings include a full suite of lending and deposit products and services. These activities are focused on our local market areas and some products are offered on a nationwide basis. They generate a stable source of core deposits and a diverse asset base to support our overall operations. Our asset-based lending and equipment lending products are offered on a nationwide basis and generate attractive returns. Additionally, we offer mortgage warehouse lending and purchase liquid credit lending products on a nationwide basis to provide further asset base diversification and our mortgage warehouse lending generates stable deposits. Our Banking products and services share basic processes and have similar economic characteristics.

Current wording

We offer traditional banking services, commercial lending product lines focused on businesses that require specialized financial solutions and national lending product lines that further diversify our lending operations. Our banking operations commenced in 2010 and include a branch network developed through organic growth and acquisition, including concentrations in the front range of Colorado, the Quad Cities market in Iowa and Illinois and two full service branches in Dallas, Texas. Our traditional banking offerings include a full suite of lending and deposit products and services. These activities are focused on our local market areas and some products are offered on a nationwide basis. They generate a stable source of core deposits and a diverse asset base to support our overall operations. Additionally, we offer equipment lending and mortgage warehouse lending on a nationwide basis to provide further asset base diversification and our mortgage warehouse lending generates stable deposits. Our Banking products and services share basic processes and have similar economic characteristics.

Previous wording

In addition to our traditional banking operations, we also operate a factoring business focused primarily on serving the over-the-road trucking industry. This business involves the provision of working capital to the trucking industry through the purchase of invoices generated by small to medium sized trucking fleets ("Carriers") at a discount to provide immediate working capital to such Carriers. In 2024, our factoring business also launched its Factoring as a Service ("FaaS") product. As part of our FaaS product, we offer certain back-office factoring services to the over-the-road transportation industry, enabling our FaaS customers to either supplement their own factoring operations or to offer factoring services to their customers wholly supported by our platform. Our factoring business operates in a highly specialized niche with unique processes and earns substantially higher yields on its factored accounts receivable portfolio than our other lending products described above.

Current wording

In 2024, our factoring business also launched its Factoring as a Service ("FaaS") product. As part of our FaaS product, we offer certain back-office factoring services to the over-the-road transportation industry, enabling our FaaS customers to either supplement their own factoring operations or to offer factoring services to their customers wholly supported by our platform. Our factoring business operates in a highly specialized niche with unique processes and earns substantially higher yields on its factored accounts receivable portfolio than our other lending products described above.

Previous wording

Our payments business, TriumphPay, is a payments network for the over-the-road trucking industry. TriumphPay was originally designed as a platform to manage Carrier payments for third party logistics companies, or 3PLs ("Brokers") and the manufacturers and other businesses that contract directly for the shipment of goods (“Shippers”), with a focus on increasing on-balance sheet factored receivable transactions through the offering of quick pay transactions for Carriers receiving such payments through the TriumphPay platform. During 2021, TriumphPay acquired HubTran, Inc., a software platform that offers workflow solutions for the processing and approval of Carrier Invoices for approval by Brokers or purchase by the factoring businesses providing working capital to Carriers ("Factors"). Following such acquisition, the TriumphPay strategy shifted from a capital-intensive on-balance sheet product with a greater focus on interest income to a network for the trucking industry with an additional focus on fee revenue. TriumphPay connects Brokers, Shippers, Factors and Carriers through forward-thinking solutions that help each party successfully manage the life cycle of invoice presentment for services provided by Carrier through the processing and audit of such invoice to its ultimate payment to the Carrier or the Factor providing working capital to such Carrier. During 2024, we introduced our LoadPay product; a digital bank account developed for Carriers. LoadPay provides a user experience and financial products, including small business checking accounts, tailored to the financial needs of the small trucking companies that are the ultimate payees inside of the TriumphPay network. A key feature of the LoadPay product is our ability to rapidly fund invoices approved for payment through the TriumphPay network or approved for purchase as part of our factoring operations to the LoadPay account without the need for such payments to be processed through traditional payment rails such as ACH transfers. TriumphPay offers supply chain finance to Brokers, allowing them to pay their Carriers faster and drive Carrier loyalty. TriumphPay provides tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. TriumphPay also operates in a highly specialized niche with unique processes and key performance indicators.

Current wording

Our payments business is a payments network for the over-the-road trucking industry. This platform was originally designed to manage Carrier payments for third party logistics companies, or 3PLs ("Brokers") and the manufacturers and other businesses that contract directly for the shipment of goods (“Shippers”), with a focus on increasing on-balance sheet factored receivable transactions through the offering of quick pay transactions for Carriers receiving such payments through the network. During 2021, we acquired HubTran, Inc., a software platform that offers workflow solutions for the processing and approval of Carrier Invoices for approval by Brokers or purchase by the factoring businesses providing working capital to Carriers ("Factors"). Following such acquisition, our strategy shifted from a capital-intensive on-balance sheet product with a greater focus on interest income to a network for the trucking industry with an additional focus on fee revenue. Our network connects Brokers, Shippers, Factors and Carriers through forward-thinking solutions that help each party successfully manage the life cycle of invoice presentment for services provided by Carrier through the processing and audit of such invoice to its ultimate payment to the Carrier or the Factor providing working capital to such Carrier. As party of our payments business, we also offer our LoadPay product; a digital bank account developed for Carriers. LoadPay provides a user experience and financial products, including small business transactional accounts, tailored to the financial needs of the small trucking companies that are the ultimate payees inside of the network. A key feature of the LoadPay product is our ability to rapidly fund invoices approved for payment through the network or approved for purchase as part of our factoring operations to the LoadPay account without the need for such payments to be processed through traditional payment rails such as ACH transfers. We also offer supply chain finance to Brokers, allowing them to pay their Carriers faster and drive Carrier loyalty. In addition, through the network, we provide tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. Our payments business also operates in a highly specialized niche with unique processes and key performance indicators.

Previous wording

Our data intelligence business, which we call Intelligence, was launched at the beginning of the fourth quarter of 2024 to turn the over-the-road trucking data collected through our services into actionable insights for our customers. This launch coincided with our acquisition of Isometric Technologies Inc., a company that provides service and performance scoring and benchmarking capabilities to the over-the-road trucking industry. Data has the ability to drive efficiency, enhance decision-making, and enable Shippers, Brokers, and Carriers to operate more profitably in a very competitive over-the-road trucking market. With our access to data from our TriumphPay network and other sources, we believe we can develop products and services to offer to logistics service providers, allowing them to better plan for peak periods, competitively source freight capacity, and allocate resources efficiently, thus improving their profitability. Going forward, Intelligence will operate in a highly specialized niche with unique processes and key performance indicators.

Current wording

Our data intelligence business, which we call Intelligence, was launched at the beginning of the fourth quarter of 2024 to turn the over-the-road trucking data collected through our services into actionable insights for our customers. This launch coincided with our acquisition of Isometric Technologies Inc., a company that provides service and performance scoring and benchmarking capabilities to the over-the-road trucking industry. The operations of this segment were further supplemented with our acquisition of Greenscreens AI. Inc., a pricing solution for the logistics industry that delivers short-term freight market pricing intelligence and business insights during the quarter ended June 30, 2025. Data has the ability to drive efficiency, enhance decision-making, and enable Shippers, Brokers, and Carriers to operate more profitably in a very competitive over-the-road trucking market. With our access to data from our payments network and other sources, we believe we can develop products and services to offer to logistics service providers, allowing them to better plan for peak periods, competitively source freight capacity, and allocate resources efficiently, thus improving their profitability. Our Intelligence business operates in a highly specialized niche with unique processes and key performance indicators.

Previous wording

At December 31, 2024, our business is primarily focused on providing financial services to participants in the for-hire trucking ecosystem in the United States, including Brokers, Shippers, Factors and Carriers. Within such ecosystem, we operate our TriumphPay payments platform, which connects such parties to streamline and optimize the presentment, audit and payment of transportation invoices. We also act as capital provider to the Carrier industry through our factoring subsidiary, Triumph Financial Services. We have begun to offer data services through our Intelligence offerings. Our traditional banking operations provide stable, low cost deposits to support our operations, a diversified lending portfolio to add stability to our balance sheet, and a suite of traditional banking products and services to participants in the for-hire trucking ecosystem to deepen our relationship with such clients.

Current wording

At December 31, 2025, our business is primarily focused on providing financial services to participants in the for-hire trucking ecosystem in the United States, including Brokers, Shippers, Factors and Carriers. Within such ecosystem, we operate our payments platform, which connects such parties to streamline and optimize the presentment, audit and payment of transportation invoices. We also act as capital provider to the Carrier industry through our factoring business. We have begun to offer data services through our Intelligence offerings. Our traditional banking operations provide stable, low cost deposits to support our operations, a diversified lending portfolio to add stability to our balance sheet, and a suite of traditional banking products and services to participants in the for-hire trucking ecosystem to deepen our relationship with such clients.

Previous wording

We have determined our reportable segments are Banking, Factoring, Payments and Intelligence. For the year ended December 31, 2024, our Banking segment generated 60% of our total segment revenue (comprised of interest and noninterest income), our Factoring segment generated 30% of our total segment revenue, our Payments segment generated 10% of our total segment revenue, and our Intelligence segment generated less than 1% of our total segment revenue.

Current wording

We have determined our reportable segments are Banking, Factoring, Payments and Intelligence. For the year ended December 31, 2025, our Banking segment generated 57% of our total segment revenue, our Factoring segment generated 31% of our total segment revenue, our Payments segment generated 11% of our total segment revenue, and our Intelligence segment generated 1% of our total segment revenue. Total segment revenue is defined as interest and noninterest income.

Previous wording

Net income available to common stockholders for the year ended December 31, 2024 was $12.9 million, or $0.54 per diluted share, compared to net income available to common stockholders for the year ended December 31, 2023 of $37.9 million, or $1.61 per diluted share. For the year ended December 31, 2024, our return on average common equity was 1.53% and our return on average assets was 0.28%.

Current wording

Net income available to common stockholders for the year ended December 31, 2025 was $22.2 million, or $0.93 per diluted share, compared to net income available to common stockholders for the year ended December 31, 2024 of $12.9 million, or $0.54 per diluted share. For the year ended December 31, 2025, our return on average common equity was 2.54% and our return on average assets was 0.40%.

Previous wording

At December 31, 2024, we had total assets of $5.949 billion, including gross loans of $4.547 billion, compared to $5.347 billion of total assets and $4.163 billion of gross loans at December 31, 2023. Total loans increased $383.9 million during the year ended December 31, 2024. Our Banking loans, which constitute 73% of our total loan portfolio at December 31, 2024, increased from $3.046 billion in aggregate as of December 31, 2023 to $3.340 billion as of December 31, 2024, an increase of 9.6%. Our Factoring factored receivables, which constitute 23% of our total loan portfolio at December 31, 2024, increased from $0.942 billion in aggregate as of December 31, 2023 to $1.033 billion as of December 31, 2024, an increase of 9.7%. Our Payments factored receivables, which constitute 4% of our total loan portfolio at December 31, 2024, decreased from $174.7 million in aggregate as of December 31, 2023 to $171.7 million as of December 31, 2024, a decrease of 1.8%.

Current wording

At December 31, 2025, we had total assets of $6.381 billion, including gross loans of $4.991 billion, compared to $5.949 billion of total assets and $4.547 billion of gross loans at December 31, 2024. Total loans increased $444.3 million during the year ended December 31, 2025. Our Banking loans, which constitute 71% of our total loan portfolio at December 31, 2025, increased from $3.340 billion in aggregate as of December 31, 2024 to $3.525 billion as of December 31, 2025, an increase of 5.5%. Our Factoring factored receivables, which constitute 24% of our total loan portfolio at December 31, 2025, increased from $1.033 billion in aggregate as of December 31, 2024 to $1.221 billion as of December 31, 2025, an increase of 18.2%. Our Payments factored receivables, which constitute 5% of our total loan portfolio at December 31, 2025, increased from $171.7 million in aggregate as of December 31, 2024 to $242.1 million as of December 31, 2025, an increase of 41.0%.

Previous wording

At December 31, 2024, we had total liabilities of $5.058 billion, including total deposits of $4.821 billion, compared to $4.483 billion of total liabilities and $3.977 billion of total deposits at December 31, 2023. Deposits increased $843.3 million during the year ended December 31, 2024.

Current wording

At December 31, 2025, we had total liabilities of $5.439 billion, including total deposits of $4.950 billion, compared to $5.058 billion of total liabilities and $4.821 billion of total deposits at December 31, 2024. Deposits increased $129.4 million during the year ended December 31, 2025.

Previous wording

At December 31, 2024, we had total stockholders' equity of $890.9 million. During the year ended December 31, 2024, total stockholders’ equity increased $26.5 million. Capital ratios remained strong with Tier 1 capital and total capital to risk weighted assets ratios of 13.06% and 15.23%, respectively, at December 31, 2024.

Current wording

At December 31, 2025, we had total stockholders' equity of $941.8 million. During the year ended December 31, 2025, total stockholders’ equity increased $50.9 million. Tier 1 capital and total capital to risk weighted assets ratios were 10.74% and 12.71%, respectively, at December 31, 2025.

Previous wording

The total dollar value of invoices purchased by Triumph Financial Services during the year ended December 31, 2024 was $10.370 billion with an average invoice size of $1,786. The transportation average invoice size for the year was $1,750. This compares to invoice purchase volume of $10.837 billion with an average invoice size of $1,862 and average transportation invoice size of $1,810 during the same period a year ago.

Current wording

The total dollar value of invoices purchased by our Factoring segment during the year ended December 31, 2025 was $11.699 billion with an average invoice size of $1,752. The transportation average invoice size for the year was $1,717. This compares to invoice purchase volume of $10.370 billion with an average invoice size of $1,786 and average transportation invoice size of $1,750 for the year ended December 31, 2024.

Previous wording

TriumphPay processed 24.8 million invoices paying Carriers a total of $27.784 billion during the year ended December 31, 2024. This compares to processed volume of 19.5 million invoices for a total of $21.518 billion during the year ended December 31, 2023.

Current wording

Our Payments segment processed 33.6 million invoices paying Carriers a total of $40.517 billion during the year ended December 31, 2025. This compares to processed volume of 24.8 million invoices for a total of $27.784 billion during the year ended December 31, 2024.

Previous wording

As of December 31, 2024, we carry a separate receivable (the “Misdirected Payments”) payable by the United States Postal Service (“USPS”) arising from accounts factored to the largest over-formula advance carrier. The balance of such Misdirected Payments, net of customer reserves, was $19.4 million at December 31, 2024. This amount is separate from the acquired Over-Formula Advances. The amounts represented by this receivable were paid by the USPS directly to such customer in contravention of notices of assignment delivered to, and previously honored by, the USPS, which amount was then not remitted back to us by such customer as required. The USPS disputes their obligation to make such payment, citing purported deficiencies in the notices delivered to them. We have commenced litigation in the United States Court of Federal Claims against the USPS seeking a ruling that the USPS was obligated to make the payments represented by this receivable directly to us. Based on our legal analysis and discussions with our counsel advising us on this matter, we continue to believe it is probable that we will prevail in such action and that the USPS will have the capacity to make payment on such receivable. Consequently, we have not reserved for such balance as of December 31, 2024. The full amount of such receivable is reflected in non-performing and past due factored receivables as of December 31, 2024 in accordance with our policy. As of December 31, 2024, the entire Misdirected Payments amount was greater than 90 days past due.

Current wording

At June 30, 2025, we carried a receivable (the “Misdirected Payments Receivable”) payable by the United States Postal Service (“USPS”) arising from accounts factored to a large carrier. The balance of such Misdirected Payments Receivable, net of customer reserves, was $19.4 million. The amounts represented by this receivable were paid by the USPS directly to such customer in contravention of notices of assignment delivered to, and previously honored by, the USPS, which amount was then not remitted back to us by such customer as required. The USPS disputed their obligation to make such payment, citing purported deficiencies in the notices delivered to them. We were a party to litigation in the United States Court of Federal Claims against the USPS seeking a ruling that the USPS was obligated to make the payments represented by this receivable directly to us. On June 30, 2025, we reached an agreement with the USPS ("the USPS Settlement") whereby the USPS agreed to pay us $47.5 million to settle the litigation in the United States Court of Federal Claims and certain other related proceedings. Such settlement was entered into as part of a global settlement of the disputes related to the Misdirected Payments Receivable, other amounts we asserted were due to us from USPS for other balances owed to us as a result of their failure to honor our notices of assignment, and certain claims of the large carrier involved in this matter against the USPS for underpayment on certain transportation contracts in which we had a security interest. We received the full $47.5 million settlement proceeds on July 10, 2025. The proceeds of the USPS Settlement were applied as follows:

Previous wording

During 2022 and the early part of 2023, the U.S. experienced decades-high inflation and a rising interest rate environment not seen in several years. The rate of inflation slowed during the latter part of 2023 and throughout 2024. That said, the impacts of prior inflation and the looming threat of further inflation, whether caused by monetary policy, tariffs, or other factors, could make it more difficult for our borrowers to repay their loans, potentially leading to increased delinquencies, increased volume of loan modifications, and financial losses for the Company. In terms of our borrowers' repayment of loans, we experienced some of these effects during 2023 and 2024, particularly in our commercial real estate and equipment finance portfolios. This resulted in an increase in the volume of loan modifications, including modifications made to troubled borrowers. At current rates, we believe that our borrowers have incentives to work constructively with us toward viable long-term solutions and our approach is to be both proactive and patient with them in an effort to minimize loan losses. Additionally, while interest rates in the macro economy were relatively flat throughout 2024, further increases in such rates could incentivize our depositors to seek higher yielding products, which could result in some deposit run-off, and our ability to retain or grow our deposit base could be hindered by higher market interest rates in the future. See Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the Company's Asset/Liability Management and Interest Rate Risk. Additionally, increased rates on our borrowers' variable rate loans could lead to increased delinquencies, increased volume of loan modifications, and financial losses for the Company.

Current wording

During 2022 and the early part of 2023, the U.S. experienced decades-high inflation and a rising interest rate environment not seen in several years. Since then, the rate of inflation has slowed; however, the impacts of prior inflation and the looming threat of further inflation, whether caused by monetary policy, tariffs, or other factors, could make it more difficult for our borrowers to repay their loans, potentially leading to increased delinquencies, increased volume of loan modifications, and financial losses for the Company. In terms of our borrowers' repayment of loans, we have experienced some of these effects, particularly in our commercial real estate and equipment finance portfolios. This resulted in an increase in the volume of loan modifications, including modifications made to troubled borrowers. At current rates, we believe that our borrowers have incentives to work constructively with us toward viable long-term solutions and our approach is to be both proactive and patient with them in an effort to minimize loan losses. Additionally, while interest rates in the macro economy were relatively flat throughout 2024 and decreased throughout 2025, future increases in such rates to combat inflation could incentivize our depositors to seek higher yielding products, which could result in some deposit run-off, and our ability to retain or grow our deposit base could be hindered by higher market interest rates in the future. See Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the Company's Asset/Liability Management and Interest Rate Risk. Additionally, increased rates on our borrowers' variable rate loans could lead to increased delinquencies, increased volume of loan modifications, and financial losses for the Company.

Previous wording

The Company did experience the direct impact of inflation and rising costs in the form of higher salaries, general and administrative costs due to wage inflation and price increases throughout the 2023 and 2024. While such impact was softer during 2024 than 2023 and the Company has not yet experienced any material adverse effects, the prolonged impact of a higher interest rate environment and resumed inflation could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2024.

Current wording

The Company did experience the direct impact of inflation and rising costs in the form of higher salaries, general and administrative costs due to wage inflation and price increases throughout the past three years. While such impact was softer during 2025 and the Company has not yet experienced any material adverse effects, the prolonged impact of a higher interest rate environment and resumed inflation could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2025.

Previous wording

Given the nature of the Company's operations, supply chain disruptions, whether caused by tariffs, the wildfires in California, or otherwise, do not have a direct impact on the Company; however, such disruptions could make it more difficult for our borrowers to repay their loans, potentially leading to increased delinquencies, increased volume of loan modifications, and financial losses for the Company. We did not experience such adverse effects during the year ended December 31, 2024. Supply chain disruptions most prominently impact our trucking transportation and factoring operations discussed in terms of trucking volume in the following section. While the Company has not yet experienced any material adverse effects, the prolonged impact or increased intensity of supply chain disruptions could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2024.

Current wording

Given the nature of the Company's operations, supply chain disruptions, whether caused by tariffs, natural disasters, or otherwise, do not have a direct impact on the Company; however, such disruptions could make it more difficult for our borrowers to repay their loans, potentially leading to increased delinquencies, increased volume of loan modifications, and financial losses for the Company. We did not experience such adverse effects during the year ended December 31, 2025. Supply chain disruptions most prominently impact our trucking transportation and factoring operations discussed in terms of trucking volume in the following section. While the Company has not yet experienced any material adverse effects, the prolonged impact or increased intensity of supply chain disruptions could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2025.

Previous wording

While economic conditions in foreign countries, including impacts related to the war in Ukraine, conflict in the Middle East, and tensions in U.S.-China relations, could affect the stability of global financial markets, which could hinder U.S. economic growth, we did not experience a financial impact due to such conditions during the year ended December 31, 2024. While the Company has not yet experienced any material adverse effects, the prolonged impact of such conflicts, or other global economic events, could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2024.

Current wording

While economic conditions in foreign countries, including impacts related to the war in Ukraine, conflict in the Middle East and South America, and tensions in U.S.-China relations, could affect the stability of global financial markets, which could hinder U.S. economic growth, we did not experience a financial impact due to such conditions during the year ended December 31, 2025. While the Company has not yet experienced any material adverse effects, the prolonged impact of such conflicts, or other global economic events, could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2025.

Previous wording

The largest driver of changes in revenue at our Factoring segment is fluctuation in the freight markets, particularly in brokered freight, which is priced largely off the spot market (a reflection of real-time balance of carrier supply and shipper demand in the market) and subject to variability in diesel prices. The softness in freight during 2023 was a combination of falling volumes and excess capacity and such softness continued throughout 2024. In recent quarters, average rates per mile have decreased and returned spot rates to levels last seen in 2019. For the spot rate market, the drop was a little higher than the drop in diesel prices over the same period. Throughout much of 2023 and into 2024, spot rates had fallen below the cost per mile to operate for many carriers. As a result, we have observed a number of small and medium-sized trucking companies either leave the market by signing on with larger carriers or electing to sell their fleets or companies and move on to other endeavors, though the pace of these exits has slowed recently. The confluence of these circumstances has resulted in a steady decline in invoice prices and costs of new and used equipment. Such invoice prices and costs of new and used equipment remained consistently below recent years throughout the latter half of 2023 and all of 2024. This has put pressure on the revenue of our Factoring segment as well as our equipment finance borrowers, resulting in increased equipment finance delinquencies and loan modifications. Equipment finance losses have been manageable, but continued softness in the freight markets could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2024.

Current wording

Over the last few years, including most of 2025, the largest driver of changes in revenue at our Factoring segment, and to a lesser extent, our Payments segment, is fluctuation in the freight markets, particularly in brokered freight, which is priced largely off the spot market (a reflection of real-time balance of carrier supply and shipper demand in the market) and subject to variability in diesel prices. The softness in freight since 2023 has been the result of a combination of falling volumes and excess capacity. In recent quarters, average rates per mile have decreased and returned spot rates to levels last seen in 2019. For the spot rate market, the drop was a little higher than the drop in diesel prices over the same period. Spot rates had fallen below the cost per mile to operate for many carriers. As a result, we have observed a number of small and medium-sized trucking companies either leave the market by signing on with larger carriers or electing to sell their fleets or companies and move on to other endeavors, though the pace of these exits has slowed recently. The confluence of these circumstances has resulted in persistently low invoice prices and decreased prices of new and used equipment. Such invoice prices and prices of new and used equipment remain consistently below the years leading up to 2023. This has put pressure on the revenue of our Factoring segment as well as our equipment finance borrowers, resulting in increased equipment finance delinquencies and loan modifications. Equipment finance losses have been manageable, but continued softness in the freight markets could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2025.

Previous wording

Though the transportation factoring industry continues to fight headwinds due to higher cost of capital and lower average invoices, we have sufficient access to capital, manageable funding costs, and an ability to diversify factoring income. We continue to focus our efforts on technology initiatives to be more efficient, support the enterprise, and enhance our customer experience while delivering various products to strengthen our clients throughout their business lifecycle. Our plan is for managed growth in our factoring segment with a greater emphasis on enhancing efficiency and profitability. These plans may include use of new technology tools, including those that integrate artificial intelligence capabilities.

Current wording

Though the transportation factoring industry continues to fight headwinds due to higher cost of capital and lower average invoices, we have sufficient access to capital, manageable funding costs, and an ability to diversify transportation and factoring income. We continue to focus our efforts on technology initiatives to be more efficient, support the enterprise, and enhance our customer experience while delivering various products to strengthen our clients throughout their business lifecycle. Our plan is for managed growth in our factoring segment with a greater emphasis on enhancing efficiency and profitability. These plans may include use of new technology tools, including those that integrate artificial intelligence capabilities.

Previous wording

We earned net income of $16.1 million for the year ended December 31, 2024 compared to $41.1 million for the year ended December 31, 2023, a decrease of $25.0 million.

Current wording

We earned net income of $25.4 million for the year ended December 31, 2025 compared to $16.1 million for the year ended December 31, 2024, an increase of $9.3 million.

Previous wording

We earned net interest income of $350.5 million for the year ended December 31, 2024 compared to $368.1 million for the year ended December 31, 2023, a decrease of $17.6 million, or 4.8%, primarily driven by the following factors.

Current wording

We earned net interest income of $350.6 million for the year ended December 31, 2025 compared to $350.5 million for the year ended December 31, 2024, an increase of $0.1 million, or 0.03%, primarily driven by the following factors.

Previous wording

Interest income increased $0.1 million, or 0.0%, and was relatively flat due to the following items. Yields across all of our broad interest earning asset categories increased with the exception of loans. We experienced an increase in total average interest earning assets of $242.7 million, or 5.1%, including increases of $214.7 million and $55.8 million of cash and cash equivalents and taxable securities, respectively. That said, we experienced a decrease in average total loans of $16.6 million, or 0.4%. The average balance of our higher yielding Factoring factored receivables decreased $40.3 million, or 3.9%, and we experienced an increase in average Payments factored receivables. The decrease in average Factoring factored receivables and the increase in average Payments factored receivables was impacted by our decision to move supply chain financing receivables from our Factoring segment to our Payments segment at the end of the second quarter 2023. Average Banking loans increased $15.1 million, or 0.5%, due to increases in the average balances of commercial real estate and construction and development loans, partially offset by decreases in commercial and mortgage warehouse loans. Interest income from our Banking loans is impacted by our lower yielding mortgage warehouse lending product. The average mortgage warehouse lending balance was $739.4 million for the year ended December 31, 2024 compared to $763.6 million for the year ended December 31, 2023. A component of interest income consists of discount accretion on acquired loan portfolios and acquired liquid credit loans. We recognized discount accretion on purchased loans of $2.8 million and $5.2 million for the years ended December 31, 2024 and 2023, respectively.

Current wording

Interest income increased $8.0 million, or 1.9%, due to an increase in total average interest earning assets of $439.9 million, or 8.7%, including an increase in average total loans of $540.2 million, or 12.8%. The average balance of our higher yielding Factoring factored receivables increased $145.2 million, or 14.5%, and we also experienced an increase in average Payments factored receivables. Average Banking loans increased $364.2 million, or 12.0%, due to increases in the average balances of construction and development, 1-4 family residential, commercial, consumer, and mortgage warehouse loans, partially offset by decreases in commercial real estate and farmland loans. Interest income from our Banking loans is impacted by our lower yielding mortgage warehouse lending product. The average mortgage warehouse lending balance was $1.087 billion for the year ended December 31, 2025 compared to $739.4 million for the year ended December 31, 2024.

Previous wording

Interest expense increased $17.7 million, or 32.6%, due to increased average rates on interest bearing liabilities discussed below. The increase in interest expense was partially offset by a decrease in average interest bearing liabilities of $2.2 million, or 0.1%; however, average total interest bearing deposits increased $75.4 million, or 3.0%, including an increased average balance of higher-cost brokered time deposits. Average noninterest bearing demand deposits decreased $266.5 million.

Current wording

Interest expense increased $7.8 million, or 10.9%, primarily driven by higher average interest-bearing liabilities which increased in total period over period, including average total interest bearing deposits which increased $261.2, or 10.1%. The increase in interest expense was partially offset by decreased rates on our interest bearing liabilities. Average noninterest bearing deposits grew $239.2 million

Previous wording

Net interest margin decreased to 6.95% for the year ended December 31, 2024 from 7.67% for the year ended December 31, 2023, a decrease of 72 basis points, or 9.4%.

Current wording

Net interest margin decreased to 6.39% for the year ended December 31, 2025 from 6.95% for the year ended December 31, 2024, a decrease of 56 basis points, or 8.1%.

Previous wording

The decrease in our net interest margin was impacted by a decrease in yield on our interest earning assets of 42 basis points to 8.38% for the year ended December 31, 2024. This decrease was primarily driven by lower yields on loans, which decreased 33 basis points to 8.87% for the same period. Factoring yield was relatively flat period over period, but average Factoring factored receivables as a percentage of the total loan portfolio decreased slightly, which had a downward impact on total loan yield. Our transportation factoring balances, which generate a higher yield than our non-transportation factoring balances, were flat as a percentage of the overall factoring portfolio to 97% at December 31, 2024 compared to 97% at December 31, 2023. Banking yield decreased slightly and Payments yield increased slightly period over period. Non-loan yields increased period over period.

Current wording

Our net interest margin was impacted by a decrease in yield on our interest earning assets of 53 basis points to 7.85% for the year ended December 31, 2025. This decrease was primarily driven by lower yields on loans which decreased 60 basis points to 8.27% for the year. Yield on our Banking loans decreased 57 basis points period over period driving much of the decrease in the yield on our overall loan portfolio. Our yield on Factoring and Payments factored receivables also decreased period over period. That said, our higher yielding Factoring factored receivables as a percentage of the total loan portfolio increased period over period which had an upward impact on our overall loan yield. Non-loan yields were generally lower period over period.

Previous wording

Our mortgage warehouse business has nearly self-funded for several quarters due to the servicing deposits of its customers. The average balance of such deposits was $587.6 million for the year ended December 31, 2024. These deposits are noninterest bearing deposits on our balance sheet. Despite their classification, many of these deposits are not truly free of cost as our clients are compensated for these balances in the form of an earnings interest rebate rather than deposit interest. As a result, such noninterest bearing deposits decrease our loan yield rather than increase our deposit rates. It is important to note that our net interest margin is not affected by this arrangement. During the year ended December 31, 2024, these deposits decreased our overall yield on loans by 60 bps and our overall cost of deposits and cost of funds would have been 56 bps and 53 bps higher, respectively.

Current wording

Our mortgage warehouse business has nearly self-funded for several quarters due to the servicing deposits of its customers. The average balance of such deposits was $777.4 million for the year ended December 31, 2025 and $587.6 million for the year ended December 31, 2024. These deposits are noninterest bearing deposits on our balance sheet. Despite their classification, many of these deposits are not truly free of cost as our clients are compensated for these balances in the form of an earnings interest rebate rather than deposit interest. As a result, such noninterest bearing deposits decrease our loan yield rather than increase our deposit rates. It is important to note that our net interest margin is not affected by this arrangement. During the year ended December 31, 2025, these deposits decreased our overall yield on loans by 57 bps and our overall cost of deposits and cost of funds would have been 54 bps and 51 bps higher, respectively. During the year ended December 31, 2024, these deposits decreased our overall yield on loans by 60 bps and our overall cost of deposits and cost of funds would have been 56 bps and 53 bps higher, respectively.

Previous wording

The ACL on held to maturity securities is estimated at each measurement date on a collective basis by major security type. At December 31, 2024 and 2023, the Company’s held to maturity ("HTM") securities consisted of three investments in the subordinated notes of collateralized loan obligation (“CLO”) funds. Expected credit losses for these securities are estimated using a discounted cash flow methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. At December 31, 2024 and 2023, the Company carried $5.4 million and $6.2 million of these HTM securities at amortized cost, respectively. The ACL on these balances was $3.5 million at December 31, 2024 and $3.2 million at December 31, 2023 and we recognized credit loss expense of $0.3 million and $0.7 million during the years ended December 31, 2024 and 2023, respectively. None of the overcollateralization triggers tied to the CLO securities were tripped as of December 31, 2024. Ultimately, the realized cash flows on CLO securities such as these will be driven by a variety of factors, including credit performance of the underlying loan portfolio, adjustments to the portfolio by the asset manager, and the timing of a potential call.

Current wording

The ACL on held to maturity securities is estimated at each measurement date on a collective basis by major security type. At December 31, 2025 and 2024, the Company’s held to maturity ("HTM") securities consisted of investments in the subordinated notes of collateralized loan obligation (“CLO”) funds. Expected credit losses for these securities are estimated using a discounted cash flow methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. At December 31, 2025 and 2024, the Company carried $3.2 million and $5.4 million of these HTM securities at amortized cost, respectively. The ACL on these balances was $1.6 million at December 31, 2025 and $3.5 million at December 31, 2024 and we recognized credit loss expense of $0.3 million and $0.3 million during the years ended December 31, 2025 and 2024, respectively. None of the overcollateralization triggers tied to the CLO securities were tripped as of December 31, 2025. Ultimately, the realized cash flows on CLO securities such as these will be driven by a variety of factors, including credit performance of the underlying loan portfolio, adjustments to the portfolio by the asset manager, and the timing of a potential call.

Previous wording

Our ACL on loans was $40.7 million as of December 31, 2024, compared to $35.2 million as of December 31, 2023, representing an ACL to total loans ratio of 0.90% and 0.85% respectively.

Current wording

Our ACL on loans was $36.5 million as of December 31, 2025, compared to $40.7 million as of December 31, 2024, representing an ACL to total loans ratio of 0.73% and 0.90% respectively.

Previous wording

Our credit loss expense on loans increased $6.4 million, or 52.2%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.

Current wording

Our credit loss expense on loans decreased $15.4 million, or 82.6%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

Previous wording

The increase in credit loss expense was primarily driven by changes in required specific reserves. Such specific reserves increased $2.4 million during the year ended December 31, 2024 compared to a decrease of $7.2 million during the same period a year ago. Changes to projected loss drivers and prepayment speeds that the Company forecasted over the reasonable and supportable forecast periods to calculate expected losses resulted in credit loss expense of $3.2 million during the year ended December 31, 2024 compared to credit loss expense of $2.0 million during the same period a year ago.

Current wording

The decrease in credit loss expense was also driven by a decrease in required specific reserves. Such specific reserves decreased $8.5 million during the year ended December 31, 2025 compared to an increase in specific reserves of $2.4 million during the prior year. Additionally, changes to projected loss drivers and prepayment speeds that the Company forecasted over the reasonable and supportable forecast periods to calculate expected losses resulted in $0.7 million of credit loss expense during the year ended December 31, 2025 compared to $3.2 million of credit loss expense during the prior year.

Previous wording

Changes in volume and mix of the loan portfolio drove an increase in credit loss expense period over period. Such changes resulted in a benefit to credit loss expense of $0.1 million during the year ended December 31, 2024 compared to a benefit of $2.3 million expense during the same period a year ago.

Current wording

Further, changes in volume and mix of the loan portfolio resulted in credit loss expense of $3.6 million during the year ended December 31, 2025 compared to a benefit to credit loss expense of $0.1 million during the prior year.

Previous wording

Credit loss expense for off balance sheet credit exposures increased $0.6 million, primarily due tothe changes in the assumptions used to project the loss rates previously discussed as well as changes in the underlying exposures.

Current wording

Credit loss expense for off balance sheet credit exposures decreased $0.2 million, primarily due tothe changes in the assumptions used to project the loss rates previously discussed as well as changes in the underlying exposures.

Previous wording

Noninterest income increased $15.2 million, or 30.4%. Changes in selected components of noninterest income in the above table are discussed below.

Current wording

Noninterest income increased $23.0 million, or 35.2%. Changes in selected components of noninterest income in the above table are discussed below.

Previous wording

•Fee income. Fee income increased $5.1 million, or 17.0% primarily due to a $5.9 million increase in fee income earned by TriumphPay during the year ended December 31, 2024 compared to the same period a year ago. There were no other significant changes within the components of fee income.

Current wording

•Fee income. Fee income increased $14.3 million, or 40.4% primarily due to a $7.3 million increase in fee income earned by our Payments segment and a $6.2 million increase in fee income from our Intelligence segment, mostly driven by the acquisition of Greenscreens during the year ended December 31, 2025. There were no other significant changes within the components of fee income.

Previous wording

•Insurance commissions. Insurance commissions increased $0.9 million, or 17.0%, due to higher volumes of processed policies.

Current wording

•Insurance commissions. Insurance commissions decreased $2.4 million, or 40.2%, due to lower volumes of processed policies and deferred revenue on certain brokered insurance products.

Previous wording

Noninterest expense increased $23.4 million, or 6.6%. Details of the more significant changes in the various components of noninterest expense are further discussed below.

Current wording

Noninterest expense increased $26.2 million, or 7.0%. Details of the more significant changes in the various components of noninterest expense are further discussed below.

Previous wording

•Salaries and Employee Benefits. Salaries and employee benefits expenses increased $9.0 million, or 4.3%. Employee salaries increased $6.2 million while payroll taxes decreased $0.2 million period over period. Bonus expense increased $0.2 million period over period. The size of our workforce increased period over period primarily due to organic growth within the Company. Our average full-time equivalent employees were 1,542.1 and 1,471.5 for the years ended December 31, 2024 and 2023, respectively. Employee benefits expense such as 401(k) matching, employee insurance, and stock based compensation paid to employees increased $4.4 million. These increases were partially offset by a decrease in temporary labor expense of $0.1 million and a decrease in commissions expense of $1.6 million period over period.

Current wording

•Salaries and Employee Benefits. Salaries and employee benefits expenses increased $14.3 million, or 6.5%. Employee salaries and payroll tax expense increased $11.4 million and $0.3 million, respectively. Included in employee salaries for the year ended December 31, 2025 was $3.2 million of severance expense resulting from our aforementioned restructuring activities. Our average full-time equivalent employees were 1,521.7 and 1,542.1 for the years ended December 31, 2025 and 2024, respectively. Employee benefits expense such as 401(k) matching, employee insurance, and stock based compensation paid to employees increased $1.8 million and commission expense increased $1.5 million. Bonus expense decreased $0.3 million and temporary labor expense decreased $0.3 million period over period.

Previous wording

•Professional Fees. Professional fees, which are primarily comprised of external audit, tax, consulting, and legal fees, increased $4.7 million, or 35.4%, primarily due to a $3.8 million increase in legal and consulting fees period over period.

Current wording

•Professional Fees. Professional fees, which are primarily comprised of external audit, tax, consulting, and legal fees, decreased $2.6 million, or 14.5%, primarily due to the recovery of $6.5 million of previously expensed legal fees through the USPS Settlement during the year ended December 31, 2025. This decrease was partially offset by $4.0 million of professional fees incurred during the year ended December 31, 2025 as a result of the Greenscreens acquisition.

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Current report — wording carried from elsewhere

In addition to our traditional banking operations, we also operate a factoring business focused primarily on serving the over-the-road trucking industry. This business involves the provision of working capital to the trucking industry through the purchase of invoices generated by small to medium sized trucking fleets ("Carriers") at a discount to provide immediate working capital to such Carriers.

Current report — wording carried from elsewhere

For further information on the above transactions see Note 2 – Business Combinations and Divestitures in the accompanying notes to the consolidated financial statements included elsewhere in this report.

Current report — wording carried from elsewhere

Issuance costs related to the Subordinated Notes have been netted against the subordinated notes liability on the balance sheet. The debt issuance costs are being amortized using the effective interest method through maturity and recognized as a component of interest expense.