Triumph Financial, Inc.

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 through which we previously conducted all of our factoring operations, with and into TBK Bank, SSB. As of September 30, 2025, we had consolidated total assets of $6.357 billion, total loans held for investment of $4.987 billion, total deposits of $4.955 billion and total stockholders’ equity of $919.3 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. Effective January, 1, 2025, we merged Triumph Financial Services LLC, the entity through which we previously conducted all of our factoring operations, with and into TBK Bank, SSB. As of March 31, 2026, we had consolidated total assets of $6.877 billion, total loans held for investment of $5.189 billion, total deposits of $5.700 billion and total stockholders’ equity of $950.7 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 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

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. 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 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.

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.

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 the assets of Isometric Technologies Inc., a company that provides service and performance scoring and benchmarking capabilities to the over-the-road trucking industry. During the second quarter of 2025, we also acquired Greenscreens AI, Inc. ("Greenscreens"), a company that provides a pricing solution for the logistics industry that delivers short-term freight market pricing intelligence and business insights. 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. Intelligence operates 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 September 30, 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 also 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 March 31, 2026, 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 nine months ended September 30, 2025, our Banking segment generated 58% 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 11% of our total segment revenue, and our Intelligence segment generated 1% of our total segment revenue.

Current wording

We have determined our reportable segments are Banking, Factoring, Payments and Intelligence. For the three months ended March 31, 2026, our Banking segment generated 51% of our total segment revenue (comprised of interest and noninterest income), our Factoring segment generated 33% of our total segment revenue, our Payments segment generated 13% of our total segment revenue, and our Intelligence segment generated 3% of our total segment revenue.

Previous wording

Net income available to common stockholders for the three months ended September 30, 2025 was $0.9 million, or $0.04 per diluted share, compared to net income available to common stockholders for the three months ended September 30, 2024 of $4.5 million, or $0.19 per diluted share. For the three months ended September 30, 2025, our return on average common equity was 0.41% and our return on average assets was 0.11%.

Current wording

Net income available to common stockholders for the three months ended March 31, 2026 was $5.6 million, or $0.23 per diluted share, compared to a net loss to common stockholders for the three months ended March 31, 2025 of $0.8 million, or $(0.03) per diluted share. For the three months ended March 31, 2026, our return on average common equity was 2.48% and our return on average assets was 0.39%.

Previous wording

At September 30, 2025, we had total assets of $6.357 billion, including gross loans held for investment of $4.987 billion, compared to $5.949 billion of total assets and $4.547 billion of gross loans held for investment at December 31, 2024. Total loans held for investment increased $440.0 million during the nine months ended September 30, 2025. Our Banking loans, which constitute 71% of our total loan portfolio at September 30, 2025, increased from $3.340 billion in aggregate as of December 31, 2024 to $3.559 billion as of September 30, 2025, an increase of 6.6%. Our Factoring factored receivables, which constitute 24% of our total loan portfolio at September 30, 2025, increased from $1.033 billion in aggregate as of December 31, 2024 to $1.194 billion as of September 30, 2025, an increase of 15.6%. Our Payments factored receivables, which constitute 5% of our total loan portfolio at September 30, 2025, increased from $171.7 million in aggregate as of December 31, 2024 to $230.8 million as of September 30, 2025, an increase of 34.4%.

Current wording

At March 31, 2026, we had total assets of $6.877 billion, including gross loans held for investment of $5.189 billion, compared to $6.381 billion of total assets and $4.991 billion of gross loans held for investment at December 31, 2025. Total loans held for investment increased $197.8 million during the three months ended March 31, 2026. Our Banking loans, which constitute 67% of our total loan portfolio at March 31, 2026, decreased from $3.525 billion in aggregate as of December 31, 2025 to $3.467 billion as of March 31, 2026, a decrease of 1.6%. Our Factoring factored receivables, which constitute 27% of our total loan portfolio at March 31, 2026, increased from $1.221 billion in aggregate as of December 31, 2025 to $1.405 billion as of March 31, 2026, an increase of 15.1%. Our Payments factored receivables, which constitute 6% of our total loan portfolio at March 31, 2026, increased from $242.1 million in aggregate as of December 31, 2025 to $312.9 million as of March 31, 2026, an increase of 29.2%.

Previous wording

At September 30, 2025, we had total liabilities of $5.438 billion, including total deposits of $4.955 billion, compared to $5.058 billion of total liabilities and $4.821 billion of total deposits at December 31, 2024. Deposits increased $134.4 million during the nine months ended September 30, 2025.

Current wording

At March 31, 2026, we had total liabilities of $5.926 billion, including total deposits of $5.700 billion, compared to $5.439 billion of total liabilities and $4.950 billion of total deposits at December 31, 2025. Deposits increased $749.7 million during the three months ended March 31, 2026.

Previous wording

At September 30, 2025, we had total stockholders' equity of $919.3 million. During the nine months ended September 30, 2025, total stockholders’ equity increased $28.4 million. Capital ratios remained strong with Tier 1 capital and total capital to risk weighted assets ratios of 10.20% and 12.09%, respectively, at September 30, 2025.

Current wording

At March 31, 2026, we had total stockholders' equity of $950.7 million. During the three months ended March 31, 2026, total stockholders’ equity increased $8.9 million. Capital ratios remained strong with Tier 1 capital and total capital to risk weighted assets ratios of 10.68% and 12.56%, respectively, at March 31, 2026.

Previous wording

The total dollar value of invoices purchased by our Factoring segment during the three months ended September 30, 2025 was $2.998 billion with an average invoice size of $1,727. The average transportation invoice size for the three months ended September 30, 2025 was $1,690. This compares to invoice purchase volume of $2.610 billion with an average invoice size of $1,763 and average transportation invoice size of $1,724 during the same period a year ago.

Current wording

The total dollar value of invoices purchased by our Factoring segment during the three months ended March 31, 2026 was $3.263 billion with an average invoice size of $1,938. The average transportation invoice size for the three months ended March 31, 2026 was $1,897. This compares to invoice purchase volume of $2.708 billion with an average invoice size of $1,808 and average transportation invoice size of $1,769 during the same period a year ago.

Previous wording

Our Payments segment processed 8.8 million invoices paying Carriers a total of $10.662 billion during the three months ended September 30, 2025. This compares to processed volume of 6.3 million invoices for a total of $7.091 billion during the same period a year ago.

Current wording

Our Payments segment processed 8.2 million invoices paying Carriers a total of $11.014 billion during the three months ended March 31, 2026. This compares to processed volume of 7.2 million invoices for a total of $8.778 billion during the same period a year ago.

Previous wording

During the three months ended September 30, 2025, we recognized $3.1 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 three months ended September 30, 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 wording

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.

Previous wording

The USPS Settlement had a $12.4 million and $11.5 million positive impact on pretax net income for the three months ended June 30, 2025 and nine months ended September 30, 2025, respectively 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 wording

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.

Previous wording

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 $139.1 million in cash and $12.7 million of our common stock.

Current wording

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.

Previous wording

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

Current wording

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.

Previous wording

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 during 2023, 2024, and 2025 was 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 September 30, 2025.

Current wording

Our transportation revenues, particularly in our factoring and payments segments, are highly correlated to fluctuations 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 was a combination of falling volumes and excess capacity. Throughout those years, 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 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 resulted in persistently low invoice prices and decreased prices of new and used equipment in recent years. Beginning in the fourth quarter of 2025 and continuing through the first quarter of 2026, capacity dynamics have begun to shift as increased CDL enforcement for non-domiciled drivers and heightened focus on English proficiency requirements reduced the effective supply of available drivers. This tightening in capacity began to rebalance the freight market, contributing to improved freight availability and rising spot rates. Over the same period, diesel prices also increased, driven primarily by higher crude oil prices and refinery constraints resulting in spot rates and fuel level reaching highs not seen in several years and driving improved revenue performance in our factoring segment.

Previous wording

(3)Net charge-offs to average loans ratios are for the nine months ended September 30, 2025 and the year ended December 31, 2024.

Current wording

(3)Net charge-offs to average loans ratios are for the three months ended March 31, 2026 and the year ended December 31, 2025.

Previous wording

We earned net income of $1.7 million for the three months ended September 30, 2025 compared to net income of $5.3 million for the three months ended September 30, 2024, a decrease of $3.6 million or 68.1%.

Current wording

We earned net income of $6.4 million for the three months ended March 31, 2026 compared to net income of $17 thousand for the three months ended March 31, 2025, an increase of $6.4 million.

Previous wording

We earned net interest income of $87.8 million for the three months ended September 30, 2025 compared to $88.7 million for the three months ended September 30, 2024, a decrease of $0.9 million, or 1.0%, primarily driven by the following factors.

Current wording

We earned net interest income of $86.1 million for the three months ended March 31, 2026 compared to $84.4 million for the three months ended March 31, 2025, an increase of $1.7 million, or 2.0%, primarily driven by the following factors.

Previous wording

Interest income increased $0.9 million, or 0.8%, due to changes in average interest earning assets which increased $358.5 million, or 6.9%, including an increase in average total loans of $664.6 million, or 15.8%. The average balance of our higher yielding Factoring factored receivables increased $143.5 million, or 14.0%, and we experienced an increase in average Payments factored receivables. Average Banking loans increased $475.6 million, or 15.8% due to increases in the average balances of construction, land development, and land, residential real estate, commercial, consumer, 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 $1.149 billion for the three months ended September 30, 2025 compared to $762.7 million for the three months ended September 30, 2024.

Current wording

Interest income increased $0.5 million, or 0.5%, due to changes in average interest earning assets which increased $491.8 million, or 9.3%, including an increase in average total loans of $446.4 million, or 10.0%. The average balance of our higher yielding Factoring factored receivables increased $209.2 million, or 19.7%, and our average Payments factored receivables increased $85.3 million, or 49.1%. Average Banking loans increased $151.9 million, or 4.7% due to increases in the average balances of construction, land development, and land, residential real estate, commercial, consumer, 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 $1.088 billion for the three months ended March 31, 2026 compared to $936.5 million for the three months ended March 31, 2025.

Previous wording

Interest expense increased $1.7 million, or 8.9%, primarily driven by higher average interest-bearing liabilities which increased in total period over period, including average total interest bearing deposits which increased $408.6 million, or 16.1%. The increase in interest expense was partially offset by decreased rates on our interest bearing liabilities. Average noninterest bearing demand deposits grew $197.8 million.

Current wording

Interest expense decreased $1.2 million, or 6.9%, primarily driven by a decrease in total average interest-bearing liabilities of $28.5 million, or 0.9%, period over period, despite an increase in average total interest bearing deposits of $28.2 million, or 1.0%. The decrease in interest expense was also driven by decreased rates on our interest bearing liabilities. Average noninterest bearing demand deposits grew $553.7 million.

Previous wording

Net interest margin decreased to 6.29% for the three months ended September 30, 2025 from 6.81% for the three months ended September 30, 2024, a decrease of 52 basis points or 7.6%.

Current wording

Net interest margin decreased to 6.06% for the three months ended March 31, 2026 from 6.49% for the three months ended March 31, 2025, a decrease of 43 basis points or 6.6%.

Previous wording

Our net interest margin was impacted by a decrease in yield on our interest earning assets of 65 basis points to 7.86% for the nine months ended September 30, 2025. This decrease was primarily driven by lower yields on loans which decreased 70 basis points to 8.31% for the period. Yield on our Banking loans decreased 66 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 and Payments 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 lower across the board period over period.

Current wording

The decrease in our net interest margin was most impacted by a decrease in our yield on interest earning assets of 64 basis points to 7.23% for the three months ended March 31, 2026. This decrease was primarily driven by lower yields on loans which decreased 65 basis points to 7.72% for the period. Yield on our Banking loans decreased 102 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 mostly lower period over period.

Previous wording

The decrease in our net interest margin was also impacted by a decrease in our average cost of interest bearing liabilities of 6 basis points. This decrease in average cost was caused by decreased rates across our interest bearing liabilities period over period.

Current wording

The decrease in our net interest margin was partially offset by a decrease in our average cost of interest bearing liabilities of 15 basis points. This decrease in average cost was caused by decreased rates across the majority of our interest bearing liabilities 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 $838.4 million for the three months ended September 30, 2025. 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 three months ended September 30, 2025, these deposits decreased our overall yield on loans by 63 bps and our overall cost of deposits and cost of funds would have been 60 bps and 56 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 $1.135 billion and $646.1 million for the three months ended March 31, 2026 and 2025, respectively. 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 three months ended March 31, 2026, these deposits decreased our overall yield on loans by 74 bps and our overall cost of deposits and cost of funds would have been 68 bps and 65 bps higher, respectively. During the three months ended March 31, 2025, these deposits decreased our overall yield on loans by 52 bps and our overall cost of deposits and cost of funds would have been 49 bps and 46 bps higher, respectively.

Previous wording

The ACL on held to maturity ("HTM") securities is estimated at each measurement date on a collective basis by major security type. At September 30, 2025 and December 31, 2024, the Company’s held to maturity 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 September 30, 2025 and June 30, 2025, the Company carried $3.2 million and $3.2 million, respectively, of these HTM securities at amortized cost. The required ACL on these balances was $1.4 million at September 30, 2025 and $1.4 million at June 30, 2025. We recognized no credit loss expense during the current quarter. Credit loss expense during the three months ended September 30, 2024 was $221 thousand. None of the overcollateralization triggers tied to the CLO securities were tripped as of September 30, 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.

Current wording

The ACL on held to maturity ("HTM") securities is estimated at each measurement date on a collective basis by major security type. At March 31, 2026 and December 31, 2025, 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 March 31, 2026 and December 31, 2025, the Company carried $3.1 million and $3.2 million, respectively, of these HTM securities at amortized cost. The required ACL on these balances was $2.1 million at March 31, 2026 and $1.6 million at December 31, 2025. We recognized $0.5 million of credit loss expense during the current quarter. Credit loss expense during the three months ended March 31, 2025 was $0.1 million. None of the overcollateralization triggers tied to the CLO securities were tripped as of March 31, 2026. 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 $33.5 million as of September 30, 2025, compared to $40.7 million as of December 31, 2024, representing an ACL to total loans ratio of 0.67% and 0.90%, respectively.

Current wording

Our ACL on loans was $34.2 million as of March 31, 2026, compared to $36.5 million as of December 31, 2025, representing an ACL to total loans ratio of 0.66% and 0.73%, respectively.

Previous wording

Our credit loss expense on loans decreased $0.9 million, or 17.9%, for the three months ended September 30, 2025 compared to the three months ended September 30, 2024.

Current wording

Our credit loss expense on loans decreased $1.8 million, or 137.8%, for the three months ended March 31, 2026 compared to the three months ended March 31, 2025.

Previous wording

The decrease in credit loss expense was partially offset by increased net charge-off activity. During the three months ended September 30, 2025, we had net charge-offs of $9.4 million compared to net charge-offs of $3.5 million during the same period a year ago. Further, changes in volume and mix of the loan portfolio resulted in credit loss expense of $0.2 million during the three months ended September 30, 2025 compared to a benefit to credit loss expense of $1.1 million during the same period a year ago.

Current wording

The decrease in credit loss expense was primarily driven by net charge-off activity. During the three months ended March 31, 2026, we had net charge-offs of $1.9 million compared to net charge-offs of $5.8 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 a benefit to credit loss expense of $1.7 million during the three months ended March 31, 2026 compared to $0.5 million of credit loss expense during the same period a year ago. Further, changes in volume and mix of the loan portfolio resulted in credit loss expense of $0.1 million during the three months ended March 31, 2026 compared to $0.6 million of credit loss expense during the same period a year ago.

Previous wording

Credit loss expense for off balance sheet credit exposures increased$1.2 million, primarily due to changes to outstanding commitments to fund and changes to assumed loss rates period over period.

Current wording

Credit loss expense for off balance sheet credit exposures decreased$0.5 million, primarily due to changes to outstanding commitments to fund and changes to assumed loss rates period over period.

Previous wording

Noninterest income increased $4.0 million, or 22.6%. Changes in selected components of noninterest income in the above table are discussed below.

Current wording

Noninterest income increased $2.5 million, or 14.6%. Changes in selected components of noninterest income in the above table are discussed below.

Previous wording

•Fee income. Fee income increased $5.2 million due to a $2.2 million increase in fee income from our Payments segment, a $2.2 million increase in fee income from our Intelligence segment mostly driven by the acquisition of Greenscreens during the three months ended September 30, 2025, and a $0.6 million increase in fee income from insurance services period over period.

Current wording

•Fee income. Fee income increased $4.6 million due to a $2.6 million increase in fee income from our Payments segment and a $2.0 million increase in fee income from our Intelligence segment mostly driven by the acquisition of Greenscreens in May 2025. There were no other significant changes within the components of fee income.

Previous wording

Noninterest expense increased $8.1 million, or 8.4%. Details of the more significant changes in the various components of noninterest expense are further discussed below.

Current wording

Noninterest expense decreased $1.9 million, or 1.9%. 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 $4.7 million, or 8.6%. Employee salaries and payroll taxes increased $4.4 million and $0.2 million, respectively. Included in employee salaries for the three months ended September 30, 2025 was $3.1 million of severance expense resulting from our aforementioned restructuring activities. Our average full-time equivalent employees were 1,504.0 and 1,542.3 for the three months ended September 30, 2025 and 2024, respectively. Temporary labor expense was relatively flat, bonus expense decreased $0.5 million and commissions expense increased $0.4 million period over period. Additionally, employee benefits expense such as 401(k) benefits match, employee insurance and stock based compensation increased $0.2 million.

Current wording

•Salaries and Employee Benefits. Salaries and employee benefits expenses decreased $0.6 million, or 0.9%. Our average full-time equivalent employees were 1,443.3 and 1,547.7 for the three months ended March 31, 2026 and 2025, respectively. Employee salaries decreased $2.3 million and commissions expense decreased $0.2 million. These decreases were offset by an increase in bonus expense of $0.4 million and an increase in employee benefits expense such as 401(k) benefits match, employee insurance and stock based compensation of $1.5 million.

Previous wording

•Occupancy, Furniture and Equipment. Occupancy, furniture and equipment expenses decreased $0.8 million, or 9.6%, with no significant individual drivers of expense reduction.

Current wording

•Occupancy, Furniture and Equipment. Occupancy, furniture and equipment expenses decreased $1.9 million, or 23.0%, primarily due to a $1.1 million decrease in depreciation expense driven by the sale of the building in December 2025 that had been purchased for the purpose of constructing a future headquarters for Triumph and a $0.3 million decrease in building property taxes period over period.

Previous wording

•Software Amortization. Software amortization expense increased $1.4 million, or 93.3%, primarily due to additional software assets coming on line during late 2024 and early 2025.

Current wording

•Software Amortization. Software amortization expense increased $1.3 million, or 65.7%, primarily due to additional software assets coming on line during early 2025.

Previous wording

•Other. Other noninterest expense includes loan-related expenses, training and recruiting, postage, insurance, and subscription services. Other noninterest expense increased $1.9 million, or 32.5% primarily due to a $0.9 million increase in loan related expenses.

Current wording

•Other. Other noninterest expense includes loan-related expenses, training and recruiting, postage, insurance, and subscription services. Other noninterest expense decreased $0.5 million, or 7.9%. There were no significant changes within the components of other noninterest expense.

Previous wording

Our reportable segments are Banking, Factoring, Payments, and Intelligence, which have been determined based upon their business processes and economic characteristics. This determination also gave consideration to the structure and management of various product lines. The Banking segment includes the community banking products and services offered through TBK Bank. Our Banking segment derives its revenue principally from investments in interest earning assets as well as noninterest income typical for the banking industry. The Factoring segment derives its revenue from factoring services. The Payments segment includes the operations of TBK Bank's presentment, audit, and payment solutions to Shipper, Broker, and Factor clients in the trucking industry. The Payments segment derives its revenue from transaction fees and interest income on factored receivables related to invoice payments. These factored receivables consist of both invoices where we offer a Carrier a quickpay opportunity to receive payment at a discount in advance of the standard payment term for such invoice in exchange for the assignment of such invoice to us and from offering Brokers the ability to settle their invoices with us on an extended term following our payment to their Carriers as an additional liquidity option for such Brokers. Our data intelligence segment 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 the assets 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. The revenue for Intelligence offerings is derived through access and subscription fees, as well as seat licenses where applicable. Prior to the fourth quarter of 2024, there were no individuals allocated specifically to our data intelligence segment and an explicit data intelligence segment did not exist. Therefore, revision of prior period segment operating results is not applicable.

Current wording

Our reportable segments are Banking, Factoring, Payments, and Intelligence, which have been determined based upon their business processes and economic characteristics. This determination also gave consideration to the structure and management of various product lines. The Banking segment includes the operations of TBK Bank. Our Banking segment derives its revenue principally from investments in interest earning assets as well as noninterest income typical for the banking industry. The Factoring segment derives its revenue from factoring services. The Payments segment includes the operations of TBK Bank's presentment, audit, and payment solution to Shipper, Broker, and Factor clients in the trucking industry. The Payments segment derives its revenue from transaction fees and interest income on factored receivables related to invoice payments. These factored receivables consist of both invoices where we offer a Carrier a quickpay opportunity to receive payment at a discount in advance of the standard payment term for such invoice in exchange for the assignment of such invoice to us and from offering Brokers the ability to settle their invoices with us on an extended term following our payment to their Carriers as an additional liquidity option for such Brokers. Our data intelligence segment 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 the assets Isometric Technologies Inc. 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. The revenue for Intelligence offerings is derived through access and subscription fees, as well as seat licenses where applicable.

Previous wording

Prior to September 30, 2024, the Company disclosed Corporate as a reportable segment. The Company has determined that what was previously deemed the Corporate reportable segment consists of other business activities that do not represent a reportable segment, but rather, such activities belong in a Corporate and Other category as reported in the tabular disclosure below. It should be noted that such restructuring of the tabular disclosure did not result in any changes to the Company's revenue and expense allocation methodology described below. The Company restructured prior period tabular disclosures to achieve appropriate comparability.

Current wording

The Corporate and Other category consists of other business activities that do not represent a reportable segment.