SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Graft Aaron P

(Last)(First)(Middle)
12700 PARK CENTRAL DRIVE
SUITE 1700

(Street)
DALLAS TEXAS 75251

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Triumph Financial, Inc. [ TFIN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
President & CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/01/2026A9,391(1)A$0158,573D
Common Stock05/01/2026A10,730(2)A$0169,303(3)D
Common Stock3,315IBy Spouse(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Options(5)$67.5505/01/2026A17,418 (6)05/01/2036Common Stock17,418$017,418D
Employee Stock Options(5)$54.38 (6)05/01/2035Common Stock22,37622,376D
Employee Stock Options(5)$72 (6)05/01/2034Common Stock12,14812,148D
Employee Stock Options(5)$51.25 (6)05/01/2033Common Stock15,82315,823D
Employee Stock Options(5)$69.44 (6)05/01/2032Common Stock10,88610,886D
Employee Stock Options(5)$88.63 (6)05/01/2031Common Stock8,2698,269D
Employee Stock Options(5)$26.25 (6)05/01/2030Common Stock9,7679,767D
Employee Stock Options(5)$31 (6)05/01/2029Common Stock7,1037,103D
Employee Stock Options(5)$38.75 (6)05/01/2028Common Stock9,7399,739D
Employee Stock Options(5)$25.8 (6)05/01/2027Common Stock11,88311,883D
Explanation of Responses:
1. Each share is represented by a Restricted Stock Unit ("RSU"). The RSUs will vest on the ratably on each of the first four anniversaries of the grant date.
2. Represents the number of shares earned upon satisfaction of performance goals in connection with performance-based restricted stock units.
3. Consists of (i) 146,071 shares of common stock of Issuer beneficially owned by reporting person, and (ii) 23,232 shares of restricted stock or restricted stock units of the reporting person subject to future vesting requirements.
4. 3,315 shares indirectly owned through reporting person's spouse, by Goldman Sachs custodian FBO Kimberly Graft Roth IRA
5. Represents non-qualified stock options of Issuer granted to reporting person under Issuer's 2014 Omnibus Incentive Plan.
6. Exercise of the employee stock option is subject to vesting over four years from the date of grant, with one fourth of such options becoming exercisable on each of the first four anniversaries of the date of grant.
Remarks:
/s/ Adam D. Nelson, Attorney-in-fact05/05/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)