SEC Form DEF 14A filed by Triumph Financial Inc.

TRIUMPH FINANCIAL, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214) 365-6900

March 11, 2026

Dear Triumph Financial, Inc. Shareholders,

You are cordially invited to attend the Annual Meeting of Shareholders of Triumph Financial, Inc. (the “Company”). The meeting will be held on Thursday, April 23, 2026. The Annual Meeting will begin promptly at 9:30 a.m., local time, at 3 Park Central, 12700 Park Central Drive, 15^th Floor, Dallas, Texas 75251.

A Notice of Annual Meeting of Shareholders and the Proxy Statement for the meeting are attached. To ensure your representation at the Annual Meeting, you are urged to vote by proxy via the Internet or telephone pursuant to the instructions provided in the enclosed proxy card; or by completing, dating, signing and returning the enclosed proxy card.

The terms of three of our current directors, Harrison Barnes, Richard L. Davis and Maribess Miller, will expire at the Annual Meeting. We thank Mr. Barnes, Mr. Davis and Ms. Miller for their dedicated service to the Company. The size of our Board will be decreased to nine directors effective as of the Annual Meeting with the nine other existing members of the Board of Directors (the “Board”) standing for re-election at the Annual Meeting filling such seats.

The Notice of Annual Meeting and Proxy Statement on the following pages contain information about the official business of the Annual Meeting. Whether or not you expect to attend, please vote your shares now. Of course, if you decide to attend the Annual Meeting, you will have the opportunity to revoke your proxy and vote your shares in person. This Proxy Statement is also available at www.proxydocs.com/TFIN.

Sincerely,

Aaron P. Graft

President and Chief Executive Officer

Notice of Annual Meeting of Shareholders

To be held April 23, 2026

Meeting Information

Voting Items

We are furnishing our 2025 Annual Report and proxy materials to our Shareholders primarily through the Internet this year in accordance with rules adopted by the Securities and Exchange Commission. Shareholders of record have been mailed a Notice of Internet Availability of Proxy Materials on or around March 11, 2026, which provides them with instructions on how to vote and how to access the 2025 Annual Report and proxy materials on the Internet. It also provides instructions on how to request paper copies of these materials.

Shareholders of record who previously enrolled in a program to receive electronic versions of the 2025 Annual Report and proxy materials will receive an email notice with details on how to access those materials and how to vote.

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How to Vote

Shareholders of record may vote:

•				By Internet: go to www.proxypush.com/TFIN
•				By phone: call 866-206-5381
•				By mail: complete and return the enclosed proxy card in the postage prepaid envelope provided.

If your shares are held in the name of a broker, bank or other shareholder of record, please follow the voting instructions that you receive from the broker, bank or other shareholder of record entitled to vote your shares.

The Board of Directors has fixed the close of business on February 24, 2026 as the record date for the determination of Shareholders entitled to notice of, and to vote at, the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders

to be Held on April 23, 2026.

The Proxy Statement for the 2026 Annual Meeting, the Notice of the 2026 Annual Meeting, the form of proxy and the Company’s 2025 Annual Report are available at www.proxydocs.com/TFIN.

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TABLE OF CONTENTS

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Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all the information you should consider in voting your shares. Please read the complete proxy statement and our annual report carefully before voting.

Your vote is important. You may vote your shares via the Internet, by telephone, by mail or in person at the Annual Shareholder Meeting. Please refer to the section “Information Concerning Solicitation and Voting” on page 1 for detailed voting instructions. If you vote via the Internet, by telephone or in person at the Annual Shareholder Meeting, you do not need to mail in a proxy card.

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TRIUMPH FINANCIAL, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214) 365-6900

PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON

April 23, 2026

INFORMATION CONCERNING SOLICITATION AND VOTING

Introduction

We are furnishing this Proxy Statement on behalf of the Board of Directors (the “Board of Directors”) of Triumph Financial, Inc. (“Triumph”), a Texas corporation, for use at our 2026 Annual Meeting of Shareholders, or at any adjournments or postponements of the meeting (the “Annual Meeting”), for the purposes set forth below and in the accompanying Notice of Annual Meeting. The Annual Meeting will be held at 3 Park Central, 12700 Park Central Drive, 15th Floor, Dallas, Texas 75251, at 9:30 a.m. local time, on April 23, 2026.

In accordance with rules and regulations adopted by the Securities and Exchange Commission (“SEC”), instead of mailing a printed copy of our proxy materials to each shareholder of record, we are furnishing proxy materials to our Shareholders on the Internet. You will not receive a printed copy of the proxy materials, unless specifically requested. The Notice of Internet Availability of Proxy Materials will instruct you as to how you may access and review all of the important information contained in the proxy materials. The Notice of Internet Availability of Proxy Materials also instructs you as to how you may submit your proxy on the Internet.

As used in this Proxy Statement, the terms “us”, “we”, “our”, the “Company” and “Triumph” refer to Triumph Financial, Inc., and, where appropriate, Triumph Financial, Inc., and its subsidiaries. The term “Common Stock” means shares of our Common Stock, par value, $0.01 per share.

Shareholders Entitled to Notice and to Vote; Quorum

Only holders of record of our Common Stock at the close of business on February 24, 2026, which the Board of Directors has set as the record date, are entitled to notice of, and to vote at, the Annual Meeting. As of February 24, 2026 we had 23,793,965 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, and our shares of Common Stock were held by approximately 108 shareholders of record. Each shareholder of record of Common Stock on the record date will be entitled to one vote for each share held on all matters to be voted upon at the Annual Meeting. There are no cumulative voting rights in the election of directors.

A quorum shall be present at the Annual Meeting if holders of shares having a majority of the voting power represented by all of the issued and outstanding shares entitled to vote at the meeting are present in person or represented by proxy. The shares of Common Stock represented by properly executed proxy cards or properly authenticated voting instructions recorded electronically through the Internet or by telephone, will be counted for purposes of determining the presence of a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted toward fulfillment of quorum requirements. A broker non-vote occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions from the beneficial owner.

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Distinction Between Holding Shares as a Shareholder of Record and as a Beneficial Owner

Some of our shareholders hold their shares through a broker, trustee, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those shares owned beneficially.

If you are not a shareholder of record, please understand that we do not know that you are a shareholder, or how many shares you own.

Voting Deadline

If you are a shareholder of record on the record date, then your proxy must be received no later than 9:30 a.m., central time on April 23, 2026 to be counted. If you are the beneficial owner of your shares held through a broker, trustee, or other nominee, please follow the instructions of your broker, trustee, or other nominee in determining the deadline for submitting your proxy.

Voting without Attending the Annual Meeting

Whether you hold shares directly as a shareholder of record or through a broker, trustee, or other nominee, you may direct how your shares are voted without attending the Annual Meeting. You may give voting instructions by the Internet, by telephone, or by mail. Instructions are on the proxy card. The proxy holders will vote all properly executed proxies that are delivered in response to this solicitation, and not later revoked, in accordance with the instructions given by you.

Voting in Person

Shares held in your name as the Shareholder of record on the record date may be voted in person at the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee, or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you vote by proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

The vote you cast in person will supersede any previous votes that you may have submitted, whether by Internet, telephone, or mail.

Required Votes

At the Annual Meeting, shareholders will consider and act upon (1) the re-election of the nine directors named in this proxy statement to our Board of Directors to serve until the next annual meeting of shareholders or until their respective successors have been elected and qualified, (2) the Say on Pay

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Proposal, (3) the ratification of the appointment of our Crowe LLP as our independent registered public accounting firm, and (4) such other business as may properly come before the Annual Meeting.

Abstentions and Broker Non-Votes

Brokers holding shares must vote according to specific instructions they receive from the beneficial owners of those shares. If brokers do not receive specific instructions, brokers may in some cases vote the shares in their discretion, but are not permitted to vote on certain proposals and may elect not to vote on any of the proposals unless you provide voting instructions. Voting your shares will help to ensure that your interests are represented at the meeting. If you do not provide voting instructions and the broker elects to vote your shares on some but not all matters, it will result in a ”broker non-vote” for the matters on which the broker does not vote. Broker non-votes and abstentions will be considered as present for quorum purposes, but abstentions and broker non-votes will not be treated as votes cast for any of the proposals at the Annual Meeting and will have no effect on the results of such proposals.

Treatment of Voting Instructions

If you provide specific voting instructions, your shares will be voted as instructed.

If you hold shares as the shareholder of record and sign and return a proxy card or vote by Internet or telephone without giving specific voting instructions, then your shares will be voted in accordance with the recommendations of our Board of Directors. Our Board of Directors recommends (1) a vote for the re-election of each of the nine directors named in this Proxy Statement to our Board of Directors, (2) a vote for approval, on a non-binding advisory basis, of the compensation of our named executive officers as disclosed in this Proxy Statement, and (3) a vote for the ratification of the appointment of Crowe LLP as our independent registered public accounting firm.

You may have granted to your broker, trustee, or other nominee discretionary voting authority over your account. Your broker, trustee, or other nominee may be able to vote your shares depending on the terms of the agreement you have with your broker, trustee, or other nominee.

The persons identified as having the authority to vote the proxies granted by the proxy card will also have discretionary authority to vote, in their discretion, to the extent permitted by applicable law, on such other business as may properly come before the Annual Meeting and any postponement or adjournment. The Board of Directors is not aware of any other matters that are likely to be brought before the Annual Meeting. If any other matter is properly presented for action at the Annual Meeting, including a proposal to adjourn or postpone the Annual Meeting to permit us to solicit additional proxies in favor of any proposal, the persons named in the proxy card will vote on such matter in their own discretion.

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Revocability of Proxies

A shareholder of record who has been given a proxy may revoke it at any time prior to its exercise at the Annual Meeting by either (i) giving written notice of revocation to our Corporate Secretary, (ii) properly submitting a duly executed proxy bearing a later date, or (iii) appearing in person at the Annual Meeting and voting in person.

If you are the beneficial owner of shares held through a broker, trustee, or other nominee, you must follow the specific instructions provided to you by your broker, trustee, or other nominee to change or revoke any instructions you have already provided to your broker, trustee, or other nominee.

Costs of Proxy Solicitation

Proxies will be solicited from our shareholders by mail and through the Internet. We will pay all expenses in connection with the solicitation, including postage, printing and handling, and the expenses incurred by brokers, custodians, nominees and fiduciaries in forwarding proxy material to beneficial owners. It is possible that our directors, officers and other employees may make further solicitations personally or by telephone, facsimile or mail. Our directors, officers and other employees will receive no additional compensation for any such further solicitations.

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PROPOSAL 1: ELECTION OF DIRECTORS

Introduction

The terms of three of our current directors, Harrison Barnes, Richard L. Davis and Maribess Miller, will expire at the Annual Meeting. We thank Mr. Barnes, Mr. Davis and Ms. Miller for their dedicated service to the Company. The size of our Board will be decreased to nine directors effective as of the Annual Meeting with the director nominees standing for re-election as set forth below filling such seats.

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated each of the directors noted below (whom we refer to as the “nominees”) to stand for re-election for a one (1) year term expiring at the 2027 annual meeting of shareholders or until their respective successors have been elected and qualified. Each director nominee must receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all director nominees.

All of the nominees listed above have consented to being named in this proxy statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by our Board. Alternatively, our Board may reduce the number of directors to be elected at the Annual Meeting.

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Information Concerning the Director Nominees

Biographical information for each director nominee appears below. Each of the director nominees was last elected by the shareholders at the 2025 annual meeting. The information is based entirely upon information provided by the respective director nominees.

We believe our director nominees represent a broad mix of tenure, experience and viewpoints, with robust independence. 33% of our director nominees are women, 67% are men, 11% have racial/ethnic diversity and 89% are white.

Items above are depicted giving effect to the director nominees standing for election at the Annual Meeting.

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Director Qualifications and Attributes

We endeavor to have a Board that represents a broad range of qualities, skills and depth of experience in areas that are relevant to and contribute to the Board’s oversight of the Company’s activities. Among others, the Board has considered these key experiences, qualifications, skills and attributes in evaluating the composition of the Board and in considering nominees for new directors.

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The table below summarizes the key experience, qualifications and attributes for each director nominee and highlights the balanced mix of experience, qualifications and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director’s skills or contributions to the Board.

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Directors Standing for Election at the 2026 Annual Meeting

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Directors with Terms Expiring at the Annual Meeting

		Harrison B. Barnes   Professional Athlete National Basketball Association     Harrison B. Barnes, through his family office, is a community bank supporter and investor. Mr. Barnes has been a professional athlete since 2012, representing the United States in the 2016 Olympics.		Independent Director   Director Since 2021   Age 33   Board Committees: •  Compensation   Key Qualifications and Expertise: •  Banking Experience
He was voted to and currently serves on the board of directors of USA Basketball, and as one of two inaugural Player Representatives on the board of directors of the NBA Foundation. Since 2012, Mr. Barnes has overseen all functions of his family’s business affairs, including analysis of representation and business proposals, venture capital transactions, and investments in publicly traded companies. He has also served as a member of the board of directors of First National Bank (Ames, IA), the largest bank subsidiary of Ames National Corporation (NASDAQ: ATLO), and as Treasurer and Executive Committee member of the National Basketball Players Association. Mr. Barnes’ community projects includes When We All Vote (Ambassador), Learn Fresh (Champion and Advisor for NBA Math Hoops program), and previously served on the Board of Trustees for the Boys & Girls Club of Oakland. Additionally, he founded the Harrison Barnes Reading Academy, which promoted literacy skills among youth.
		Richard L. Davis   Retired Founder DAVACO, Inc.     Richard L. Davis was the Founder of Dallas-based DAVACO, Inc., a leading provider of retail, restaurant and hospitality service solutions. In 2000 and 2006, Mr. Davis was a finalist for the		Independent Director   Director Since 2010   Age 72   Board Committees: •  Compensation •  Nominating Corporate Governance   Key Qualifications and Expertise: •  Senior Leadership Experience
Ernst & Young Entrepreneur of the Year award. In 2006, Mr. Davis was inducted into the Retail Construction Hall of Fame. In 2023 Mr. Davis launched RLD Capital Holdings, Inc. as a family office. Mr. Davis currently serves on The Salvation Army’s Dallas/ Fort Worth Metroplex Advisory Board and The Foundation Board of Baylor Scott & White.
		Maribess L. Miller   Retired Partner PricewaterhouseCoopers LLP     Maribess L. Miller was a member of the public accounting firm PricewaterhouseCoopers LLP from 1975 until 2009, including serving as the North Texas Market Managing Partner from 2001		Independent Director   Director Since 2014   Age 73   Board Committees: •  Nominating Corporate Governance (Chair) •  Audit   Key Qualifications and Expertise: •  Financial Experience •  Senior Leadership Experience   Other Current Public Boards: •  DR Horton, Inc.
until 2009; as Southwest Region Consumer, Industrial Products and Services Leader from 1998 until 2001; and as Managing Partner of the firm’s U.S. Healthcare Audit Practice from 1995-1998. Ms. Miller joined the board of DR Horton, Inc. (NYSE: DHI) in November, 2019 and serves as chair of the Audit Committee and member of the Compensation Committee. Ms. Miller served as a member of the Board of Directors and Chair of the Audit Committee and member of the Compensation Committee for Zix Corporation (NASDAQ:ZIXI) from 2010-2021. Ms. Miller is also a member of the Board of Directors and member of the Audit Committee and Compensation Committee for Midmark Corp., a privately-held medical supply company. She was on the Texas State Board of Public Accountancy from 2009-2015, past Board Chair for the Texas Health Institute and is past Chair of the Board of the North Texas Chapter of the National Association of Corporate Directors. She graduated cum laude with a Bachelor’s degree in Accounting from Texas Christian University. Ms. Miller is a retired certified public accountant.

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Information Regarding Executive Officers

Our executive officers are as follows:

A brief description of the background of each of our executive officers who is not also a director is set forth below.

W. Bradley Voss has served as our Executive Vice President, Chief Financial Officer since 2021. He also serves as Executive Vice President and Chief Financial Officer of TBK Bank, SSB. Mr. Voss joined the Company in a consulting engagement in 2011 and has served in various finance roles since joining the Company full-time in 2012. He was appointed as Chief Financial Officer in 2021. Prior to his current role, he led balance sheet strategy, capital issuance, investments, liquidity, and funding as the Company’s Senior Vice President and Treasurer from 2015 to 2019, and Executive Vice President and Treasurer from 2019 to 2021. Mr. Voss joined Triumph from CSG Investments (an affiliate of Beal Bank), where he led the sourcing, analysis and execution of investments in distressed securities as Senior Vice President and Portfolio Manager. Before joining CSG Investments, Mr. Voss served as a Portfolio Manager for Highland Capital Management, L.P. Earlier in his career, he worked in institutional equity sales and research at Donaldson, Lufkin & Jenrette and then Bear Stearns. Mr. Voss earned a Bachelor of Business Administration in accounting and finance from Texas Christian University and a Master of Business Administration from the University of Texas at Austin. He is a Chartered Financial Analyst (CFA) charter holder.

Edward J. Schreyer has served as Executive Vice President, Chief Operating Officer since 2022. Mr. Schreyer joined the Company in 2021 as President and Chief Operating Officer of TriumphPay. He joined the Company after 30 years of experience with CBRE Group, Inc. (NYSE: CBRE) where he most recently served as Chief Operating Officer for the Americas Advisory business. During his years at CBRE, he served as the Americas President in multiple functions including Agency Brokerage, Asset Services, and Operations and had executive oversight of Global Security and Crisis Management. Mr. Schreyer holds a Bachelor of Science degree in Urban Studies/Affairs from Indiana University Bloomington.

Todd Ritterbusch has served as the President of TBK Bank, SSB since 2022. In May 2025, Mr. Ritterbusch became President, Payments and Banking. Mr. Ritterbusch also served as the Executive Vice President and Chief Lending Officer of TBK Bank, SSB from 2019-2022. Prior to joining the Company, from 2002 to April of 2019, Mr. Ritterbusch served in various capacities with JPMorgan Chase Bank, including as the Managing Director, Market Executive for the Commercial Bank covering the Ft. Worth and West Texas markets. During his tenure with JPMorgan Chase Bank, Mr. Ritterbusch led a commercial banking team serving businesses with revenues between $20 million and $500 million across his market area. Mr. Ritterbusch holds a Bachelor of Science in Engineering from Purdue University and a Master of Business Administration from the Kellogg School of Management and a Master of Engineering Management from the McCormick School of Engineering at Northwestern University. He served on the boards of Cook Children’s Healthcare Foundation, Cook Children’s Health Plan and Leadership ISD.

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Adam D. Nelson has served as our Executive Vice President and General Counsel since 2013. He also serves as the Secretary of the Company and as Executive Vice President, General Counsel and Secretary of TBK Bank, SSB. He has served as General Counsel for the Company and TBK Bank since 2013. Mr. Nelson previously served as Vice President and Chief Compliance Officer of Trinitas Capital Management, LLC, an independent registered investment adviser. In addition, Mr. Nelson previously served as Vice President and Deputy General Counsel of ACE Cash Express, Inc., a financial services retailer. Prior to that, Mr. Nelson was an attorney with the firm of Weil Gotshal & Manges, LLP, where he focused on mergers and acquisitions, management led buyouts and private equity transactions. Mr. Nelson received a Bachelor of Arts in Economics, magna cum laude, from Baylor University and a Juris Doctorate, cum laude, from Harvard Law School.

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CORPORATE GOVERNANCE

Board of Directors Meetings

During 2025, the Board of Directors held 5 meetings and committees of the Board held a total of 17 meetings. Each of our directors attended at least 75% of the total meetings of the Board and committees on which he or she served during 2025.

Director Independence

The Board of Directors has determined that with the exception of Aaron P. Graft, each of our current directors is an independent director as defined for purposes of the rules of the Securities and Exchange Commission (“SEC”) and the listing standards of The New York Stock Exchange (“NYSE”). For a director to be considered independent, the Board must determine that the director does not have a relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making this determination, the Board will consider all relevant facts and circumstances, including any transactions or relationships between the director and the Company or its subsidiaries.

Board Committees

Our Board of Directors has established standing committees in connection with the discharge of its responsibilities. These committees include the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Risk and Compliance Committee. Our Board of Directors also may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our corporate governance documents.

Audit Committee. Our Audit Committee is currently composed of Michael P. Rafferty (Chair), Maribess L. Miller, Debra A. Bradford and C. Todd Sparks. The Audit Committee assists the Board of Directors in fulfilling its responsibilities for general oversight of the integrity of our financial statements, compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, and the performance of our internal audit function and independent auditors. Among other things, the Audit Committee:

The Audit Committee works closely with management as well as our independent auditors. The Audit Committee has the authority to obtain advice and assistance from and receive appropriate funding to engage outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

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The Audit Committee is composed solely of members who satisfy the applicable independence and other requirements of the SEC and the NYSE for Audit Committees and each of whom meet the additional criteria for independence of audit committee members set forth in Rule 10A-3(b)(1) under the Exchange Act. In addition, at least one member of the Audit Committee shall be a member of the Company’s Risk and Compliance Committee. Each of Mr. Rafferty and Ms. Miller is an “audit committee financial expert” as defined by the SEC. The Audit Committee has adopted a written charter that, among other things, specifies the scope of its rights and responsibilities. The charter is available on our website under the link entitled “Investor Relations – Corporate Governance” at www.https://ir.triumph.io/governance/governance-documents. Our Audit Committee met five times during 2025.

Compensation Committee. Our Compensation Committee is currently composed of, Charles A. Anderson (Chair), Harrison B. Barnes, Richard L. Davis, and Carlos M. Sepulveda, Jr. The Compensation Committee is responsible for discharging the Board of Directors’ responsibilities relating to compensation of our executives and team members.

Among other things, the Compensation Committee:

The Compensation Committee is composed solely of members who satisfy the applicable independence requirements of the SEC and the NYSE. The Compensation Committee has adopted a written charter that, among other things, specifies the scope of its rights and responsibilities. The charter is available on our website under the link entitled “Investor Relations – Corporate Governance” at www.https://ir.triumph.io/governance/governance-documents. Our Compensation Committee met four times during 2025.

Nominating and Corporate Governance Committee. Our Nominating and Corporate Governance Committee is currently composed of Maribess L. Miller (Chair), Charles A. Anderson, Laura K. Easley and Richard L. Davis. The Nominating and Corporate Governance Committee is responsible for making recommendations to our Board of Directors regarding candidates for directorships and the size and composition of our Board of Directors. In addition, the Nominating and Corporate Governance Committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to our Board of Directors concerning governance matters.

Among other things, the Nominating and Corporate Governance Committee:

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The Nominating and Corporate Governance Committee is composed solely of members who satisfy the applicable independence requirements of the SEC and the NYSE. The written charter for our Nominating and Corporate Governance Committee is available on our website under the link entitled “Investor Relations – Corporate Governance” at www.https://ir.triumph.io/governance/governance-documents. Our Nominating and Corporate Governance Committee met four times during 2025.

Risk and Compliance Committee. Our Risk and Compliance Committee is currently composed of Laura K. Easley (Chair), Debra A. Bradford, Davis Deadman, Melissa K. McSherry and Michael P. Rafferty. The Risk and Compliance Committee is responsible for assisting the Board of Directors in the assessment of risk across the Company and its subsidiaries.

Among other things, the Risk and Compliance Committee:

The Risk and Compliance Committee is composed of a majority of members who satisfy the applicable independence requirements of the SEC and the NYSE. In addition, at least one member of the Risk and Compliance Committee shall be a member of the Company’s Audit Committee. The written charter for our Risk and Compliance Committee is available on our website under the link entitled “Investor Relations – Corporate Governance” at www.https://ir.triumph.io/governance/governance-documents. Our and Compliance Committee met four times during 2025.

Code of Business Conduct and Ethics and Code of Ethics for Senior Financial Officers

Our Board of Directors has adopted a code of business conduct and ethics (our “Code of Ethics”) that applies to all of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions. The Code of Ethics and supplemental code of ethics for CEO and senior financial officers is available upon written request to the Corporate Secretary, Triumph Financial, Inc., 12700 Park Central Drive, Suite 1700, Dallas, Texas 75251. If we amend or grant any waiver of a provision of our Code of Ethics that applies to our executive officers, we will publicly disclose such amendment or waiver on our website and as required by applicable law.

Board Leadership Structure and Risk Oversight

Different individuals serve as our Chief Executive Officer and Chairman because our Board of Directors has determined that the separation of these offices enhances our Board of Directors’ independence and

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oversight. Moreover, the separation of these roles allows our Chief Executive Officer to better focus on his growing responsibilities of running the Company, enhancing shareholder value and expanding and strengthening the Company’s franchise while allowing the Chairman to lead our Board of Directors in its fundamental role of providing advice to and independent oversight of management. Our Chairman also oversees and presides over all executive sessions of non-management directors of the Board. Consistent with this determination, Carlos M. Sepulveda, Jr., serves as Chairman of our Board of Directors, and Aaron P. Graft serves as our Chief Executive Officer and President.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit, interest rate, liquidity, operational, strategic and reputation risks. Management is responsible for the day-to-day management of risks the Company faces, while the Board of Directors, as a whole and through its committees, including its Risk and Compliance Committee, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Chairman of the Board of Directors and independent members of the Board of Directors work together to provide strong, independent oversight of the Company’s management and affairs through its standing committees and, when necessary, special meetings of independent directors.

Compensation Committee Interlocks and Insider Participation

No members of our Compensation Committee are or have been an officer or employee of Triumph or any of our subsidiaries with the exception of our Chairman, Carlos M. Sepulveda, Jr. who previously served as Executive Chairman of the Company (service in such role ending in 2015) and who has subsequently been determined by our Board to be an independent director under the rules of the SEC and listing standards of the NYSE. None of our executive officers serves or has served as a member of the Board of Directors, Compensation Committee or other board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

Nomination of Directors

The Board of Directors identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service. Current members of the Board of Directors with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination. If any member of the Board of Directors does not wish to continue in service or if the Board of Directors decides not to re-nominate a member for re-election, the Board of Directors then identifies the desired skills and experience of a new nominee in light of the criteria below. Current members of the Board of Directors are polled for suggestions as to individuals meeting the criteria below. The Board of Directors may also engage in research to identify qualified individuals. In evaluating a director nominee, the Board of Directors considers the following factors:

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Our goal is to assemble a Board of Directors that brings together a variety of perspectives and skills derived from high quality business and professional experience. In doing so, the Board of Directors will also consider candidates with appropriate non-business backgrounds.

Other than the foregoing, there are no stated minimum criteria for director nominees. The Board of Directors may also consider such other factors as it may deem in our best interests and the best interests of our shareholders. We also believe it may be appropriate for key members of our management to participate as members of the Board of Directors.

Shareholders may nominate directors for election to the Board of Directors. In order to nominate a director for election to the Board of Directors, shareholders must follow the procedures set forth in our Bylaws, including timely receipt by the Secretary of Triumph of notice of the nomination and certain required disclosures with respect both to the nominating shareholder and the recommended director nominee. Our Board of Directors evaluates director candidates recommended by shareholders in the same way it evaluates candidates recommended by members of the Board of Directors or other persons.

Directors may currently be elected by a majority of votes cast (in uncontested elections) or a plurality of votes (in contested elections) at any meeting called for the election of directors at which a quorum is present. The presence of a majority of the holders of our Common Stock, whether in person or by proxy, constitutes a quorum. The Board of Directors did not receive any recommendations from shareholders requesting that the Board of Directors consider a candidate for inclusion among the nominees in our Proxy Statement for this Annual Meeting. The absence of such a recommendation does not mean, however, that a recommendation would not have been considered had one been received.

Communications with the Board of Directors

Every effort is made to ensure that the Board of Directors or individual directors, as applicable, hear the views of shareholders or other interested parties and that appropriate responses are provided in a timely manner. Any matter intended for the Board of Directors, or for any individual member or members of the Board of Directors, should be directed to Adam D. Nelson, our General Counsel, with a request to forward the matter to the intended recipient. All such communications will be forwarded unopened.

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Director Attendance at Annual Meeting of Shareholders

We encourage all incumbent directors, as well as all nominees for election as director, to attend the Annual Meeting of Shareholders, although we recognize that conflicts may occasionally arise that will prevent a director from attending an annual meeting. Ten of our eleven then serving directors attended our 2025 annual meeting.

Hedging Policy and Pledging Restrictions

We do not permit our directors or executive officers to engage in transactions that hedge such director’s or executive officer’s economic risk of owning shares of our Common Stock. Thus, our directors and executive officers may not engage in hedging transactions in the Company’s shares such as puts, calls, prepaid variable forwards, equity swaps, collars and other derivative securities on an exchange or in any other organized market. Our directors and executive officers also may not engage in short sales of the Company’s shares, meaning sales of shares that are not owned at the time of sale. In addition, the Company does not permit shares pledged by senior executive officers and directors to be applied toward stock ownership guidelines, and limits pledging to pre-approved exceptions where the executive officer or director can clearly demonstrate the financial ability to repay the loan without resorting to the pledged securities.

Insider Trading Policy

We have adopted an insider trading policy and procedures applicable to our officers, directors, and employees, and have implemented processes for the Company, that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and NYSE listing standards.

Our Insider Trading and Information Policy (“Insider Trading Policy”) prohibits our officers, directors, and employees and related persons and entities from trading in securities of the Company while in possession of material, nonpublic information. Our Insider Trading Policy also generally prohibits our officers, directors, and employees from disclosing material, nonpublic information regarding the Company.

Our Insider Trading Policy requires that our executive officers and directors and other designated employees only transact in Company securities during an open window period, subject to limited exceptions. In addition, our Insider Trading Policy requires that our executive officers and directors and certain other designated employees obtain approval in advance of transactions in Company securities.

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COMPENSATION DISCUSSION AND ANALYSIS

In this section we discuss and analyze the compensation of our named executive officers (“NEOs”) including our Chief Executive Officer, the Chief Financial Officer and the next three most highly compensated executive officers. This discussion and analysis also includes a description of our compensation practices and philosophy, our decision making process for compensation matters and the material factors impacting our compensation decisions for 2025.

Executive Summary

2025 Financial Performance

During 2025, the Company earned net income to common shareholders of $22.2 million, or $0.93 per common share, compared to $12.9 million, or $0.54 per common share in 2024. Such increase resulted from a combination of revenue growth in the Company’s key transportation verticals, expense management, and gains realized as the Company resolved some long standing issues and progressed along its path to increased efficiency. The Company achieved such results while continuing to make investments and improvements in strategic products and services for its transportation clients that demonstrated material progress in 2025 and are expected to drive growth and shareholder value over the long term. These accomplishments occurred against the backdrop of continued pressure in the transportation sector and macro economic and geopolitical uncertainty. Key achievements and milestones for the Company in 2025 included:

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Payments

Our Payments segment continued to grow clients, volumes and revenues despite the economic pressures in the transportation industry. Throughout the year, this segment continued to add additional clients as payments and audit customers, increased the total number of processed transactions and grew revenues as it continues to increase the monetization of its payments base. For the fiscal year ended December 31, 2025, our payments business:

The Company achieved an 16.9% EBITDA² margin in the fourth quarter of 2025, compared to a 8.6% margin in the fourth quarter of 2024. Excluding the impact of the Company’s LoadPay product, which demonstrated significant progress in 2025 but is still early in its lifecycle such that it is not yet accretive to EBITDA, EBITDA margin for the fourth quarter of 2025 was 29.5%.

During the fourth quarter of 2025, LoadPay generated annualized run rate revenue of $1.5 million, a number the Company expects to grow during 2026 as the Company expands its focus on monetization of the platform in addition to account growth.

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Factoring

Our Factoring segment continued to be impacted throughout 2025 by the ongoing freight downturn. Despite these pressures, the Company successfully increased revenues and operating efficiency, as its efforts in automation and instant decisioning allowed the Company to reduce its expense base despite growing invoice volumes. Notably, for 2025, our Factoring segment:

Since the launch of our instant decision model in June 2024, the number of invoices purchased (point to point) in our factoring segment has increased 29%, while our headcount dedicated to such purchase activity has decreased 25%, a key driver of our operating margin expansion.

Intelligence

Our Intelligence segment, which was created in 2024, made significant strides during 2025 in establishing the foundation for the Company’s products and services for data analytics and market insights. This included the successful acquisition of Greenscreens described above, as well as the combination and integration of the freight market pricing analytics offered by Greenscreens with the capacity and carrier ratings of Isometric Technologies, which we acquired in December 2024. The result is a comprehensive pricing, performance and capacity solution which we believe is unique in the marketplace. Our Intelligence segment generated $6.8 million in revenue for the fiscal year ended 2025, which includes a partial year of revenues from Greenscreens following the closing of our acquisition in May 2025. Growing revenues in this segment following such foundational activities in 2025 is a key area of focus in 2026.

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Banking

Pre-tax net income in the Banking segment for the year ended December 31, 2025 was $106.6 million, compared to $114.5 million for the year ended December 31, 2024. Income decreased as the Banking segment continued to feel the impacts of lower lending fees, lower variable rates and a shift toward lower yielding assets. Notably, however, we made significant progress in reducing classified assets during 2025, reducing the amount of our classified assets to $187.4 million as of December 31, 2025, compared to $306.9 million as of December 31, 2024. We also maintained a total cost of funds for enterprise of 1.50%, a figure in the top decile of all publicly traded banks.

Named Executive Officers

Our NEOs as of December 31, 2025 are as set forth below.

Compensation Design Principles and Governance Best Practices

Our compensation programs incorporate best practices, including the following:

Shareholder Engagement and Response to 2025 Say on Pay Vote

Our annual Say-on-Pay vote is one of the key ways that we receive feedback from our investors on our executive pay policies and practices. At our 2025 Annual Meeting, the Say-on-Pay proposal received 72% support, after receiving an average of 97% over the prior five years (2020 through 2024).

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The Compensation Committee and the Board were disappointed by this level of support and, in response, initiated a comprehensive outreach to our shareholders to better understand their perspectives and determine what actions could be taken to address their concerns. In response to the 2025 Say-on-Pay vote, we engaged in focused shareholder engagement efforts and requested meetings with shareholders representing approximately 81% of our outstanding common stock. We met with every shareholder that accepted a meeting, representing over 41% of our outstanding stock. All of these shareholder discussions were led by Mr. Anderson, an independent Board member and Chairman of the Compensation Committee, and included Mr. Voss, our CFO, Mr. Nelson, our General Counsel, and Mr. Luke Wyse our Head of Investor Relations. Our outreach and engagement meetings included shareholders who had supported the Say-on-Pay proposal as well as those who voted against it in 2025.

As a part of our shareholder engagement efforts, we communicated with shareholders to deepen our understanding of their perspectives on our executive compensation programs. These engagements included discussions of other topics, including Board composition and governance practices, and shareholders also shared their areas of focus and provided feedback on proxy disclosure enhancements we could make that would provide additional insight on important compensation and governance matters. In response to this feedback, we have taken actions and provided enhanced proxy disclosure as described in the following table:

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As shareholder feedback plays a pivotal role in our success, the Board and Compensation Committee value these discussions and actively encourage shareholders to share their input on our executive compensation practices.

Executive Compensation Objectives and Policies

Below we summarize our compensation philosophy and guiding principles as well as our decision process and the outcomes of that process. Our executive compensation programs are designed to enable the Company to attract, motivate and retain talent needed for the Company’s success, reward executives for performance, align executive interests with those of our shareholders, provide competitive compensation with a balanced approach that promotes sound risk management practices.

We aim to achieve these objectives through the following guiding principles.

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The table below summarizes the purpose/objective of each compensation component used in our 2025 program.

Role of Compensation Committee Management and the Compensation Consultant

Role of the Compensation Committee

The Compensation Committee is responsible for discharging the Board’s duties in executive compensation matters and for administering the Company’s annual incentive and equity-based plans. This includes oversight of the compensation programs of the Company’s CEO and other executive officers. The Compensation Committee reviews all compensation components and performance metrics for the Company’s CEO and other executive officers, including base salary, annual short-term incentives, long-term incentives (equity), benefits and other perquisites. In addition to reviewing competitive market values, the Compensation Committee examines pay elements in the context of the total compensation mix, pay-for-performance relationship and alignment with our compensation philosophy. The Committee also reviews the employment agreements for our NEOs. As the Committee makes decisions regarding the Chief Executive Officer and other executive officers’ compensation, input and data from management and outside advisors are provided for external reference and perspective. While the Chief Executive Officer makes recommendations on other executive officers’ compensation, the Committee is ultimately responsible for approving compensation for all executive officers. The Committee meets regularly in executive session without management.

Role of the Compensation Consultant

The Compensation Committee has the sole authority to retain and dismiss its own outside compensation consultants and any other advisors it deems necessary. In 2025, the Compensation Committee engaged Meridian Compensation Partners LLC (“Meridian”) as its outside compensation consultant. The role of the compensation consultant is to assist the Compensation Committee in analyzing executive compensation packages and to provide the Compensation Committee with information regarding market compensation levels, general compensation trends and best practices. The consultant also provides advice regarding the competitiveness of specific pay decisions and actions for our NEOs, as well as the appropriateness of the design of the Company’s executive compensation programs. Meridian also advised the Compensation Committee on the implementation of the Company’s annual incentive and long-term incentive programs for

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2025. Meridian attended meetings of the Compensation Committee, including executive sessions, upon invitation. Meridian did not provide any other services to the Company. The Compensation Committee has assessed the independence of Meridian pursuant to the rules of the SEC and NYSE and concluded that Meridian’s work for the Compensation Committee did not raise any conflicts of interest.

Role of Management

The Compensation Committee made all 2025 compensation decisions for our NEOs. As part of its decision making process, the Committee seeks information as appropriate from management (e.g. the Company’s CEO, CFO and legal and human resources departments). The Chief Executive Officer annually reviews the performance of each of the Company’s executive officers (other than himself). The conclusions reached and the compensation recommendations based on these reviews, including with respect to salary adjustments and bonuses, are presented to the Compensation Committee. The Compensation Committee then exercises discretion in modifying any recommended adjustment or award. The Chief Executive Officer’s performance is reviewed by the Compensation Committee and the Compensation Committee makes compensation decisions with respect to the Chief Executive Officer taking into account such review.

Peer Group and Competitive Benchmarking

The Committee made its determinations as to the compensation for its NEOs in 2025, including base salary level and annual and long-term incentive targets as a percentage of base salary, by analyzing the Company’s practices in comparison to approved banking and fintech peer groups. The Committee believes that the use of the two peer groups best represents both the Company’s banking operations as well as its growing transportation network platform. The Committee did not set a specific weighting for the use of either group but reviewed both data sets in totality when making compensation decisions.

Banking Peer Group

In assessing the appropriateness of the banking peer group, the Committee, based on recommendations from Meridian, took into consideration asset size as the primary selection criteria, in addition to annual revenue and market capitalization. The Committee further focused on companies with the highest percentage of Commercial and Industrial (“C&I”) loans. At the time of approval in 2024, the banking compensation peer group consisted of banks with assets between $4.4 billion and $14.5 billion, revenues between $148 million and $631 million, and market capitalization between $288 million and $4.1 billion. The Company had total assets of $5.3 billion, revenues of $418 million, and a market capitalization of $1.9 billion at such time. Overall the Company ranked in the first quartile of its peer group for asset size, the third quartile of its peer group for revenues and the top quartile of its peer group for market capitalization.

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Fintech Peer Group

The Compensation Committee, in its analysis, also considered a peer group of fintech companies. This fintech peer group is intended to provide further context regarding the Company’s compensation decisions and is to be evaluated together with the banking peer group. In making such determination, the Compensation Committee noted the Company’s growth strategy, current valuation and overall focus on its transportation network platform aligned in many respects with its fintech peers. At the time of approval in 2024, the fintech peer group consisted of fintech companies with revenues between $31 million and $831 million, and market capitalization between $27 million and $3.6 billion. Overall the Company ranked in the second quartile of its peer group for revenues (based on its transportation related fintech revenues) and the third quartile of its peer group for market capitalization.

In general, the Committee’s review of the practices of its peer groups on a consolidated basis continues to suggest that a greater focus on equity-based compensation (both in amount and as a percentage of overall target compensation) may be appropriate for the Company as compared to its banking peers in order to remain competitive with market practice for the Company’s fintech peers and strengthen pay alignment with shareholders’ interests.

2025 Executive Compensation Program and Pay Decisions

The Company’s executive compensation program for 2025 consisted of the following components: base salary, short-term cash incentives paid under our AIP, long-term equity awards under our LTIP, limited perquisites and participation in various employee benefit plans.

Base Salary

The Compensation Committee annually reviews each NEO’s base salary. In determining whether to adjust an NEO’s base salary, the Compensation Committee considers the following factors: competitive peer group and industry survey benchmark data, individual performance and the Company’s prospects for future growth and performance. The table below shows our NEOs base salaries for fiscal years 2024 and 2025 and the year over year percentage change in salaries.

Table above reflects the base salary for Mr. Ritterbusch following his mid-year adjustment in May 2025 as discussed below.

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NEO base salaries were kept flat in 2025 as compared to 2024, with the exception of Mr. Ritterbusch, whose base salary was adjusted mid-year (effective May 1, 2025) in consideration of his taking on an expanded role as President of Payments in addition to his role as President of Banking.

At its January 2026 meeting, the Compensation Committee reviewed updated market data to inform its decisions regarding 2026 base salaries for our NEOs. The Compensation Committee believed base salaries for its NEOs were appropriately aligned with market pay levels and that any increases in overall compensation should be focused on increased incentive and equity compensation to provide additional alignment with shareholders. As such, no NEO base salaries were changed for 2026.

Annual Incentive Program

Under the AIP, the Company pays cash incentive payments to our NEOs based on achieved performance against predetermined annual performance goals. Our AIP is designed to motivate and reward our NEO’s for achieving these performance goals, which are linked to our annual business plan.

2025 Target Bonuses. Target bonuses are established by the Compensation Committee considering competitive market data, individual performance and internal pay equity. For the 2025 AIP, the Compensation Committee approved the following target bonuses (expressed as a percentage of base salary) for our NEOs: 60% for Mr. Graft and Mr. Schreyer and 50% for each of Mr. Voss, Mr. Ritterbusch and Mr. Nelson. Each NEO was eligible to receive a bonus payout of between 0% and 150% of his or her respective target bonus, with the realized percentage based on achievement of pre-established performance goals. In addition, at its discretion, the Compensation Committee may increase or decrease such calculated annual incentive payout by up to 30% for any NEO based on Company performance as well as individual or other relevant factors.

2025 Performance Measures, Weightings and Goals. For 2025, the Compensation Committee approved AIP goals related to the following six measures:

Each of the financial and business segment metrics was assigned a 15% weighting, and the Individual and Business Unit Objectives metric was assigned a 25% weighting. In setting the objectives for 2025, the Committee continued its approach from prior years in setting metrics relevant to each of the Company’s business segments, but chose to update the metrics for Payments (to Network Density) and Factoring (to Market Share) to reflect updates to strategic focus in those areas. It also chose to add an objective specific to LoadPay to highlight the importance of this new initiative following its initial launch in 2024. Finally, it retained Invoice Price Adjusted Earnings Per Share as an enterprise level financial measure. The selected performance measures were directly linked to our 2025 business plan and were deemed to be most reflective of our annual performance against strategic objectives, as more fully described below.

Invoice Price Adjusted Earnings Per Share (“EPS”) was used as the Company’s overall enterprise objective, as the Compensation Committee believes this measure is a key indicator of overall performance. In making the determination to use an Invoice Price Adjusted EPS calculation (as described in greater detail in the footnotes to the table below) the Compensation Committee sought to reduce the impact on EPS resulting from changes in actual average transportation invoice price (up or down) compared to the assumed

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price used in determining the performance target for this metric when calculating performance against the goal. Transportation invoice prices are highly correlated to the profitability of both our Factoring and Payments segments, and are generally driven by macroeconomic forces outside the control of management. The Compensation Committee determined to partially (as opposed to fully) adjust for the impact of transportation invoice prices in calculating Invoice Price Adjusted EPS in order to incentivize management to appropriately adjust its strategies over the course of the year to take into account a changing economic environment. Target for 2025 Invoice Price Adjusted EPS was set at $0.73 per share, compared to actual results for this metric of $0.61 per share in 2024. In setting such metric, the Compensation Committee reviewed the Company’s budget and forecast for the year and the expectation of growth in the Company’s Payments and Factoring segments, offset in part by continued macro pressure in the transportation sector coupled with expected interest rate cuts negatively impacting earnings in the Company’s Banking segment.

Banking Segment Pre-Tax Net Income was viewed by the Compensation Committee as the objective most reflective of the Banking segment’s contribution to the overall strategic objectives of the Company, as such indicator would be positively impacted by success in key areas such as: (i) controlling core deposit attrition and maintaining a low overall cost of funds, (ii) managing the Company’s loan portfolio to generate revenue to support the enterprise and its investment in key strategic initiatives such as the growth of its transportation network out of retained earnings, (iii) limiting non-interest expense growth and (iv) maintaining loan losses and specific reserves at acceptable levels. In setting such objective, the Committee also included a potential downward adjustment to the calculation of Banking Segment Pre-Tax Net Income (as described in greater detail in the footnotes to the table below), to account for the importance of maintaining credit quality in allowing the Company to achieve its strategic objectives and sought to place additional emphasis on this item. The target for 2025 Banking Segment Pre-Tax Net Income was set at $113 million, compared to actual results for this metric of $114.5 million in 2025. In setting such target, which the Compensation Committee noted was slightly below actual results for 2024, but aligned with our annual business plan, the Compensation Committee reviewed the expected impact of anticipated interest rates cuts on the anticipated earnings for the Banking segment as well as continued pressure on lending yields for the Company’s loans in the Banking segment.

In determining to use Payments Network Volume as the AIP objective for the Payments Segment, the Compensation Committee noted the importance of the breadth and depth of transactions touched through the Company’s payments, audit, AP automation and intelligence products, particularly given the launch of the Intelligence segment during the year. It was noted that progress for this metric would reflect both growth and expansion of the Company’s core payments and audit offerings, and would also be complimentary to the Company’s Intelligence offerings, as the quality of such products would be directly correlated to the amount and veracity of the information informing such products. The Company had just crossed over 50% in Payments Network Density at the start of 2025, and the Compensation Committee believed target performance of 60% at year end would demonstrate significant progress in this area and would position the Company to benefit from network effects in both enhancing and marketing all of the transportation products and services within the Network (i.e. Payments, Audit, Intelligence, LoadPay and Factoring).

LoadPay Adoption, defined as the number of active LoadPay accounts as of the date of determination, was included as a standalone objective following the initial launch of LoadPay in 2024. The number of active accounts at year end was used as the objective given the importance of establishing a critical mass of accounts in the marketplace to provide a base against which to continue to grow and monetize the product. It was noted that LoadPay was a key element of the Company’s strategy to link its factoring and payments businesses in providing a complete suite of business solutions for its carrier customers. While LoadPay was in its first year of material growth in 2025 (active accounts as of the end of 2024 were approximately 200), the determination of a target objective (set at 8000 LoadPay accounts) was based on a review of comparable new program launches at other companies and in other industries. As such, the Compensation Committee acknowledged performance against such target might have a higher variability than other objectives, but that performance anywhere between threshold and stretch levels would constitute success in its primary goal of establishing a critical mass of accounts.

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For the Factoring Segment, market share, defined as invoice count processed by our Factoring Segment compared to invoice volume for the factoring industry as a whole, was deemed to be a key area of focus given the Company’s stated strategic priority to grow its factoring revenues during a time of constrained growth for its client base given the ongoing freight recession. Target was set at 17%, compared to a market share of 13.9% at year end for 2024, which the Compensation Committee believed to be an aggressive target consistent with the Company’s strategic focus and the opportunities available for growth, including the Company’s newly launched Factoring-as-a-Service (FaaS) product.

Individual and business unit objectives assess each executive and the executive team against goals related to department and/or Company growth and strategic vision and take into account feedback from the CEO (as to NEOs other than the CEO) and the Compensation Committee (as to the CEO and the other NEOs) as part of the annual review process for the executive team.

Performance goals for each measure were set at threshold, target and stretch levels, which correspond to a range of potential payouts (50% of target bonus for threshold performance, 100% of target bonus for target performance and 150% of target bonus for stretch performance for each metric). Awards are interpolated for performance in between these levels.

The table below shows that for 2025 the Company performed above stretch for the Invoice Price Adjusted EPS objective, above threshold but below target for the Banking Segment Pre-Tax Net Income, Payments Network Density and LoadPay Adoption objectives, and below Threshold for the Factoring Market Share objective. In addition, each NEO was determined to have achieved his or her individual and business unit objectives goal at 100% of target.

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2025 Performance Results. The Company’s performance above stretch for the Invoice Price Adjusted EPS objective was influenced by a variety of factors considered by the Compensation Committee in approving the payout for this objective. Continued macroeconomic pressure on the transportation industry, coupled with the onset of tariffs and uncertainty regarding global trade, put pressure on the Company’s earnings, particularly during the first half of 2025. In addition, the acquisition of Greenscreens, which the Company believes will generate significant long term value for shareholders, also put near term pressure on earnings through deal expenses, intangible amortization and cash consumption. The Company responded to such pressures by implementing more aggressive cost reduction measures during the second half of the year, including a reduction in force and the sale of certain corporate assets that both generated gains on sale and removed expense run rate going forward. In addition, the Company generated gains through the successful resolution of long standing issues for the Company (i.e. its litigation with the United States Postal Service) and through the purchase and successful resolution of certain loan assets at a discount. After considering the impact of all of such factors (both positive and negative) that occurred over the course of the year in totality, the Compensation Committee made the determination to approve the payout as calculated at 150% of target for such objective, noting both the diligence of management in responding to the pressures presented to the Company and their efforts in achieving the successful outcomes generating positive earnings impacts over the course of the year.

The Company’s performance above threshold but below target for the Banking Segment Pre-Tax Net Income objective was driven by the impact of lower lending fees, lower variable rates and a shift toward lower yielding assets as interest rates declined in 2025, which reduced earnings in the segment. In addition, notwithstanding the Company’s successes in reducing the size of its classified asset portfolio, credit costs remained elevated due to specific reserves and charge offs over the course of the year, including within the Company’s liquid credit portfolio. These items were mitigated in part by success in controlling segment level expenses and maintaining deposit strength and a low overall cost of funds, which was 1.50% for the year ended December 31, 2025, a percentage in the top decile of all publicly traded banks. Overall, the Company performed at 84% of target for the Banking Segment Pre-Tax Net Income objective.

The Company performed just below target for the Payments Network Density objective. Over the course of 2025, the Company continued to add payments and audit customers to the network, increasing the depth and breadth of market adoption of the network generally, while also supplementing the base of data available to inform the products and services of the Company’s Intelligence segment. The Company’s acquisition of Greenscreens further supplemented Network Density. Overall, the Company performed at 93% of target for the Payments Network Density objective.

With respect to LoadPay Adoption, the Company performed above threshold but below target for the objective, with 5,892 LoadPay accounts active as of December 31, 2025. The Compensation Committee noted that, overall, the Company considered the launch and rollout of LoadPay a success, as the Company had achieved a critical mass of cards in the marketplace, had expanded features and functionality for the product, and was well positioned for future growth and monetization of the product in 2026 and beyond. Overall, the Company performed at 62% of target for the LoadPay Adoption objective.

The Company performed below threshold for the Factoring Market share objective. Management noted that, despite measurable progress in increasing purchased invoice volume over the course of the year, continued pressure on the industry in general and a slower than anticipated rollout of the Company’s FaaS product caused growth to fall short of its targets.

In determining performance for each executive at 100% of the target payout for performance against individual and business unit objectives, the Compensation Committee considered, among other items (i) its review of the performance of each NEO for the year, (ii) the Company’s overall success in delivering successful financial results and furthering key strategic initiatives over the year despite economic challenges as discussed above, and (iii) each NEO’s progress in furtherance of individual development goals. More

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specifically, the Compensation Committee considered the growth and progress in overall profitability within the Payments segment, the successful closing of the Greenscreens acquisition and its subsequent integration, management’s diligence in pursuing its cost reduction efforts in the second half of 2025 in response to continued earnings pressure and its efforts in achieving the resolutions leading to gains that were accretive to earnings over the course of the year (e.g. USPS settlement, loan discount purchases and workouts, etc.).

The following table shows, for each of our NEOs, the target incentive payment under our AIP and the total calculated payout under the AIP for the Company’s 2025 fiscal year, reflecting overall performance at 83% of target against AIP objectives. After considering the totality of the factors described above, the Committee determined that such result represented an appropriate balance in rewarding the performance of the executive team for its achievements over the course of the year while acknowledging continued pressures and challenges facing the Company. In addition to such calculated payouts, the Committee used its discretion provided for under the AIP to increase the payout of the calculated award for Mr. Ritterbusch by $37,500 (an approximately 21% increase) in consideration of his mid-year promotion to President of Payments and his role in the successes for the Payments segment in particular over the course of the year. Other than for Mr. Ritterbusch, payouts for our NEOs were based exclusively on the level of achievement of pre-established Company performance goals and personal performance targets, as described above, and the Compensation Committee did not exercise any other discretionary authority to adjust such amounts as provided for in the Company’s AIP.

Long-Term Incentive Program

Each year, the Company grants equity awards to our NEOs under our LTIP. The purpose of these grants is to align our NEOs with shareholder interests, reward our NEOs for long-term shareholder value creation and encourage retention of our NEOs. In addition, these equity grants align with our pay for performance philosophy as 50% of the equity awards issued under our LTIP are performance based restricted stock units. The value of all equity grants are directly linked to our share performance (and, in the case of stock option grants, have no value unless the share price appreciates after the grant date).

Target equity awards for each executive are established by the Compensation Committee considering competitive market data, individual performance and internal equity with other executives. For 2025, the Compensation Committee approved the following annual targets (expressed as a percentage of base salary) for equity awards under our LTIP granted to our NEOs: 350% for Mr. Graft, 225% for Mr. Schreyer, 150% for Mr. Voss and Mr. Ritterbusch, and 125% for Mr. Nelson. While it generally left cash compensation levels flat as compared to 2024 levels (other than for Mr. Ritterbusch in connection with his promotion), the Committee determined to increase such target equity percentages in 2025 compared to 2024 in consideration of the Company’s further progression toward its fintech peers, which generally have a higher level of overall compensation, and a higher level of equity compensation in relation to total compensation, than the Company’s banking peers. Mr. Ritterbusch’s equity award was granted as a percentage of his salary in effect at the beginning of the year ($400,000) before his mid-year adjustment as part of his promotion to President of Payments.

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In addition, at its discretion, the Compensation Committee may increase or decrease by up to 30% an NEO’s target LTIP award based Company performance, individual performance or other relevant factors. For 2025, each NEO’s LTIP award was approved at target. Each NEO’s LTIP award was issued 50% as performance based restricted stock units that vest based on the Company’s relative and absolute total shareholder return (“TSR”) as more fully described below, 25% time-vested restricted stock units, and 25% nonqualified stock options.

The target grant value of each award type for each of our NEOs under our LTIP is as follows:

The performance based restricted stock unit awards provide for delivery of Common Stock to participants based on the Company’s relative TSR compared to two reference groups and the Company’s absolute TSR performance over a three year performance period. In 2025, 40% of such restricted stock unit awards were issued based on TSR compared to a reference group of publicly traded banks with assets between $2.5 and $30 billion (the “Banking Peer Group”) and 60% of such restricted stock unit awards were issued based on TSR compared to the Russell 3000 Data Processing and Outsourced Services index (the “Fintech Peer Group”). The Company increased the percentage of the TSR Awards subject to the Fintech Peer Group in 2025 compared to 2024 in light of its continued evolution toward its Fintech peers. Between 50% and 175% of the target number of shares subject to the award shall vest based on relative TSR as follows (with linear interpolation between the 25th and 75^th percentiles and between the 75^th and 90^th percentiles, as applicable):

Following determination of the applicable relative TSR vesting percentage, the earned units are subject to a modifier based on absolute TSR over the same three-year performance period. For absolute TSR at or below 30%, no modifier is applied. If the Company’s common stock achieves absolute TSR of 100% or more, 200% of the units otherwise earned based on the applicable relative TSR vesting percentage shall be earned and delivered (with linear interpolation between absolute TSR of 30% and 100%).

The Compensation Committee includes the absolute TSR modifier in its performance based restricted stock unit awards as part of its plan to attract and retain key strategic talent across the organization (including, but not limited to, its executive officers). The Committee considered the structure of its performance based awards to be a desirable and appropriate way to bridge the differences between the compensation practices of its fintech peers (which typically offer larger total equity compensation opportunities) and its banking peers,

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noting that, given its strategic focus and business model, the Company has found itself in greater competition with its fintech peers (as compared to its banking peers) both in hiring for key executive positions and in retaining current executives. Such absolute TSR modifier also rewards grantees for significant shareholder returns, aligning executive and shareholder interests in providing above target payouts for outsized performance.

In the event that the Company has negative absolute TSR during the performance period, the total number of shares that shall be earned and delivered pursuant to the award is capped at 100% of the target number of shares regardless of the Company’s relative TSR percentile.

In addition, if the ultimate value of the total number of shares that would be earned and delivered pursuant to the award exceeds 8 times the grant date value of the target number of shares subject to the award, the number of shares to be actually earned and delivered pursuant to the award will be capped at a number of shares that has a value as of the vesting date equal to 8 times the grant date value of the target number of shares.

In the event of termination of employment under certain circumstances, a prorated portion of the award for the period of service of the participant during the performance period remain outstanding and eligible to be earned following the completion of the performance period and determination of the Company’s relative and absolute TSR.

The time vested restricted stock units and stock option grants each vest one-fourth on each of the first four anniversaries of the grant date, generally subject to the NEO’s continued employment through each such anniversary. Stock options were granted with an exercise price equal to the closing stock price of our Common Stock on the NASDAQ Global Select Market as of the date of grant, which preceded our transfer of listing to the NYSE.

Further detail regarding the treatment of such outstanding equity awards upon termination of employment of our NEO’s in various circumstances is described in this Proxy Statement in the table included in “Executive Compensation – Potential Payments as a Result of Termination or Change in Control (CIC).”

2025 Payouts under 2022 Performance Awards

Our performance based restricted stock units granted on May 1, 2022 were paid out on May 1, 2025 following determination of the Company’s relative TSR performance against the applicable Banking and Fintech Peer Group for each such award (which did not include the absolute TSR modifier included in performance-based restricted stock unit awards granted after May 1, 2023). The Company had an absolute TSR of -33.49% for the three year performance period ending May 1, 2025, which was below the 25^th percentile of the Banking Peer Group (resulting in a payout for such award of zero) and in the 33^rd percentile of the Fintech Peer Group (resulting in a payout for such award of 66.67% of target). Overall, the combined payout for the 2022 performance-based restricted stock units awards resulted in an aggregate final payout of 33.33% of target units. The table below sets forth, for each of our NEOs, the target shares deliverable to such NEO under the performance-based restricted stock units granted in 2022 compared to the actual shares earned and delivered to such NEO in respect of such awards on May 1, 2025:

		2026 Proxy Statement  37

Benefits and Other Compensation

The Company provides limited perquisites to our NEOs that we believe are reasonable, competitive and consistent with the Company’s overall compensation philosophy and market practice. In 2025, these perquisites consisted of country club dues for Mr. Graft. In addition, our NEOs are eligible for reimbursement for participation in a medical wellness program available to the Company’s directors and executive officers and certain other medical reimbursements.

Our NEOs participate in our broad based group health and welfare programs and 401(k) plan on the same basis as our other employees. Under the 401(k) plan, our NEOs are eligible to receive an employer match contribution on the same terms as all other employees of the Company.

Additional Information about our Compensation Practices

Employment Agreements

We have entered into substantially identical employment agreements with each of our NEOs. The employment agreements are for one (1) year terms which end on December 31 of each year, subject to automatic renewal for successive one (1) year terms unless either party delivers 60 days’ prior written notice of non-renewal. In the event that a change in control occurs during the then-current term, such term is automatically extended to end no earlier than the second anniversary of the change in control. Each employment agreement provides for an annual base salary, which may be increased or decreased during the term, and specifies that the executive is eligible to participate in the annual and long-term incentive programs maintained by the Company to the same extent as other executives of the Company.

Either the Company or the executive may terminate the executive’s employment prior to the expiration of the then-current term in accordance with the terms and conditions of the employment agreement, and if such termination of employment is by the Company without “cause” (as defined in the agreement) or by the executive for “good reason” (as defined in the agreement, and each a “qualifying termination”), then the executive shall be entitled to receive, subject to execution and non-revocation of a release of claims in favor of the Company, cash severance in the amount of 1.5 times base salary for Mr. Graft and 1.0 times base salary for each of Mr. Voss, Mr. Schreyer, Mr. Ritterbusch and Mr. Nelson, as well as, in each case, healthcare coverage continuation for a period of 18 months for Mr. Graft and 12 months for Mr. Voss, Mr. Schreyer, Mr. Ritterbusch and Mr. Nelson. However, if the qualifying termination occurs within 24 months following a change in control, then the cash severance amount is increased to a multiple of base salary plus the trailing 3-year average bonus (3.0 times for Mr. Graft and 2.0 times for each of Mr. Voss, Mr. Schreyer, Mr. Ritterbusch and Mr. Nelson) and the healthcare coverage continuation period is increased to 36 months for Mr. Graft and 24 months for Mr. Voss, Mr. Schreyer, Mr. Ritterbusch and Mr. Nelson.

The employment agreements contain a better net after-tax cutback provision in respect of the excise tax imposed under Sections 280G and 4999 of the Internal Revenue Code (the “Code”), pursuant to which the executive’s change in control-related payments and benefits will be reduced to the extent necessary to prevent any portion of such payments and benefits from becoming subject to the excise tax, but only if, by reason of that reduction, the net after-tax benefit received by the executive exceeds the net after-tax benefit that the executive would receive if no reduction was made.

The employment agreements also contain certain restrictive covenants, including a perpetual confidentiality covenant, and non-compete, employee, client, and investor non-solicit, and business non-interference covenants that apply during employment and for the one (1) year period immediately following termination of employment for any reason.

38  2026 Proxy Statement

Accounting and Tax Treatment of Compensation

The Compensation Committee considers the effects of tax and accounting treatments when it determines executive compensation. Under Section 162(m) of the Code, compensation paid to certain covered individuals, including the Company’s NEOs, in excess of $1 million in one year is not deductible for federal income tax purposes. In structuring the Company’s compensation programs and in determining executive compensation, the Compensation Committee takes into consideration the deductibility limit for compensation. However, the Compensation Committee reserves the right, in the exercise of its business judgment, and expects to establish appropriate compensation levels for executive officers that may exceed the limits on tax deductibility established under Section 162(m) of the Code. The employment contracts for the NEOs contain change of control limitation provisions pursuant to the Code Section 280G. If a change of control payment exceeds the limit for deductible payments under Section 280G of the Code, the higher of (i) safe harbor amounts; or (ii) full payments after tax (i.e., “best of after-tax benefit”) will be paid to the NEO. For the full payments, the NEO is responsible for paying the excise tax. The Compensation Committee takes into consideration the accounting effects of Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718 in determining vesting periods for stock options and restricted stock awards under our 2014 Omnibus Incentive Plan.

		2026 Proxy Statement  41

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation Committee has reviewed and discussed with Management the “Compensation Discussion and Analysis” disclosure appearing above in this Proxy Statement. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors of the Company that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, which incorporates by reference the disclosure contained in this Proxy Statement.

March 11, 2026

The Compensation Committee:

Charles A. Anderson, Chairman

Carlos M. Sepulveda, Jr.

Harrison B. Barnes

Richard L. Davis

42  2026 Proxy Statement

2025 Summary Compensation Table

The following summary compensation table provides information regarding the compensation of our NEOs for our fiscal years ended December 31, 2025, 2024 and 2023.

		2026 Proxy Statement  43

The following table shows all amounts included in the “All Other Compensation” column for each NEO in 2025:

2025 All Other Compensation Table