April 21, 2026 - 10-Q: Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________________________________

FORM 10-Q

___________________________________________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number 001-36722

___________________________________________________________

TRIUMPH FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

___________________________________________________________


Texas						20-0477066
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(Address of principal executive offices)

(214) 365-6900

(Registrant’s telephone number, including area code)

___________________________________________________________

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock — $0.01 par value, 23,806,253 shares, as of April 17, 2026.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.01 per share

TFIN

New York Stock Exchange

NYSE Texas

Depositary Shares Each Representing a 1/40th Interest in a Share of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock, par value $0.01 per share

TFIN PR

New York Stock Exchange

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TRIUMPH FINANCIAL, INC.

FORM 10-Q

March 31, 2026

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Balance Sheets	2
	Consolidated Statements of Income	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Statements of Changes in Stockholders’ Equity	5
	Consolidated Statements of Cash Flows	6
	Condensed Notes to Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45

Item 3.	Quantitative and Qualitative Disclosures About Market Risks	83

Item 4.	Controls and Procedures	84

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	85

Item 1A.	Risk Factors	85

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	85

Item 3.	Defaults Upon Senior Securities	85

Item 4.	Mine Safety Disclosures	85

Item 5.	Other Information	85

Item 6.	Exhibits	86

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1

FINANCIAL STATEMENTS

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TRIUMPH FINANCIAL, INC.

CONSOLIDATED BALANCE SHEETS

March 31, 2026 and December 31, 2025

(Dollar amounts in thousands)


	March 31, 2026		December 31, 2025
	(Unaudited)
ASSETS
Cash and due from banks	$	64,375	$	67,535
Interest bearing deposits with other banks	517,564		180,936
Total cash and cash equivalents	581,939		248,471
Securities - equity investments with readily determinable fair values	4,559		4,588
Securities - available for sale	339,562		364,277
Securities - held to maturity, net of allowance for credit losses of $2,104 and $1,628, respectively, fair value of $1,654 and $1,878, respectively	1,031		1,550
Loans held for sale	2,495		459
Loans, net of allowance for credit losses of $34,157 and $36,511, respectively	5,154,982		4,954,796
Federal Home Loan Bank and other restricted stock	4,366		14,253
Premises and equipment, net	89,492		91,071
Capitalized software, net	48,322		46,370
Goodwill	355,296		355,296
Intangible assets, net	45,372		47,888
Bank-owned life insurance	65,406		64,887
Deferred tax assets, net	—		181
Other assets	183,893		186,501
Total assets	$	6,876,715	$	6,380,588
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Deposits
Noninterest bearing	$	3,042,210	$	1,901,638
Interest bearing	2,657,729		3,048,578
Total deposits	5,699,939		4,950,216
Federal Home Loan Bank advances	30,000		280,000
Subordinated notes	69,929		69,879
Junior subordinated debentures	43,154		42,991
Deferred tax liabilities, net	4,454		—
Other liabilities	78,524		95,731
Total liabilities	5,926,000		5,438,817
Commitments and contingencies - See Note 7 and Note 8
Stockholders' equity - See Note 11
Preferred stock	45,000		45,000
Common stock, 23,806,253 and 23,765,385 shares outstanding, respectively	296		295
Additional paid-in-capital	601,832		597,466
Treasury stock, at cost	(270,711)		(270,619)
Retained earnings	576,922		571,368
Accumulated other comprehensive income (loss)	(2,624)		(1,739)
Total stockholders’ equity	950,715		941,771
Total liabilities and stockholders' equity	$	6,876,715	$	6,380,588

See accompanying condensed notes to consolidated financial statements.

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TRIUMPH FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF INCOME

For the Three Months Ended March 31, 2026 and 2025

(Dollar amounts in thousands, except per share amounts)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Interest and dividend income:
Loans, including fees	$	47,656	$	53,576
Factored receivables, including fees	46,021		38,694
Securities	4,540		5,308
FHLB and other stock	272		249
Cash deposits	4,266		4,443
Total interest income	102,755		102,270
Interest expense:
Deposits	14,052		14,397
Subordinated notes	662		682
Junior subordinated debentures	954		994
Other borrowings	993		1,814
Total interest expense	16,661		17,887
Net interest income	86,094		84,383
Credit loss expense (benefit)	(607)		1,330
Net interest income after credit loss expense (benefit)	86,701		83,053
Noninterest income:
Service charges on deposits	1,212		1,596
Card income	1,960		1,797

Net gains (losses) on sale of loans	87		134
Net gains (losses) on disposal of premises and equipment	606		846
Fee income	13,735		9,114
Insurance commissions	1,111		1,250
Other	996		2,453
Total noninterest income	19,707		17,190
Noninterest expense:
Salaries and employee benefits	58,168		58,718
Occupancy, furniture and equipment	6,501		8,442
FDIC insurance and other regulatory assessments	1,058		727
Professional fees	4,763		6,064
Amortization of intangible assets	2,516		2,400
Advertising and promotion	1,212		1,464
Communications and technology	13,119		12,244
Software amortization	3,300		1,992
Travel and entertainment	1,520		1,492
Other	6,104		6,630
Total noninterest expense	98,261		100,173
Net income before income tax expense	8,147		70
Income tax expense	1,792		53
Net income	$	6,355	$	17
Dividends on preferred stock	(801)		(801)
Net income (loss) available to common stockholders	$	5,554	$	(784)
Earnings per common share
Basic	$	0.23	$	(0.03)
Diluted	$	0.23	$	(0.03)

See accompanying condensed notes to consolidated financial statements.

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TRIUMPH FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the Three Months Ended March 31, 2026 and 2025

(Dollar amounts in thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Net income	$	6,355	$	17
Other comprehensive income:
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising during the period	(1,170)		(404)
Tax effect	285		100
Unrealized holding gains (losses) arising during the period, net of taxes	(885)		(304)
Reclassification of amount realized through sale or call securities	—		—
Tax effect	—		—
Reclassification of amount realized through sale or call of securities, net of taxes	—		—
Change in unrealized gains (losses) on securities, net of tax	(885)		(304)
Total other comprehensive income (loss)	(885)		(304)
Comprehensive income (loss)	$	5,470	$	(287)

See accompanying condensed notes to consolidated financial statements.

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TRIUMPH FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended March 31, 2026 and 2025

(Dollar amounts in thousands)

(Unaudited)


	Preferred Stock		Common Stock			Additional Paid-in- Capital		Treasury Stock			Retained Earnings		Accumulated		Total Stockholders' Equity
	Liquidation Preference Amount		Shares Outstanding	Par Amount				Shares Outstanding	Cost				Other Comprehensive Income (Loss)
Balance, January 1, 2026	$	45,000	23,765,385	$	295	$	597,466	5,770,441	$	(270,619)	$	571,368	$	(1,739)	$	941,771
Vesting of restricted stock units and performance stock units	—		3,750	—		—		—	—		—		—		—
Stock option exercises, net	—		13,633	—		(211)		—	—		—		—		(211)
Issuance of common stock pursuant to the Employee Stock Purchase Plan	—		24,926	1		1,159		—	—		—		—		1,160
Stock based compensation	—		—	—		3,418		—	—		—		—		3,418

Purchase of treasury stock	—		(1,441)	—		—		1,441	(92)		—		—		(92)
Dividends on preferred stock	—		—	—		—		—	—		(801)		—		(801)
Net income	—		—	—		—		—	—		6,355		—		6,355
Other comprehensive income (loss)	—		—	—		—		—	—		—		(885)		(885)
Balance, March 31, 2026	$	45,000	23,806,253	$	296	$	601,832	5,771,882	$	(270,711)	$	576,922	$	(2,624)	$	950,715


	Preferred Stock		Common Stock			Additional Paid-in- Capital		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Equity
	Liquidation Preference Amount		Shares Outstanding	Par Amount				Shares Outstanding	Cost
Balance, January 1, 2025	$	45,000	23,391,411	$	291	$	567,884	5,729,802	$	(268,356)	$	549,215	$	(3,115)	$	890,919

Vesting of restricted stock and performance stock units	—		8,973	—		—		—	—		—		—		—
Stock option exercises, net	—		495	—		25		—	—		—		—		25
Issuance of common stock pursuant to the Employee Stock Purchase Plan	—		20,892	1		1,367		—	—		—		—		1,368
Stock based compensation	—		—	—		2,831		—	—		—		—		2,831
Forfeiture of restricted stock awards	—		(575)	—		36		575	(36)		—		—		—
Purchase of treasury stock, net	—		(1,456)	—		—		1,456	(128)		—		—		(128)
Dividends on preferred stock	—		—	—		—		—	—		(801)		—		(801)
Net income	—		—	—		—		—	—		17		—		17
Other comprehensive income (loss)	—		—	—		—		—	—		—		(304)		(304)
Balance, March 31, 2025	$	45,000	23,419,740	$	292	$	572,143	5,731,833	$	(268,520)	$	548,431	$	(3,419)	$	893,927

See accompanying condensed notes to consolidated financial statements.

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TRIUMPH FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2026 and 2025

(Dollar amounts in thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities:
Net income	$	6,355	$	17
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation	2,883		3,944
Net accretion on loans	(100)		(247)
Amortization of subordinated notes issuance costs	50		70
Amortization of junior subordinated debentures	163		155
Net (accretion) amortization on securities	(68)		(131)
Amortization of intangible assets	2,516		2,400
Software amortization	3,300		1,992
Deferred taxes, net	4,923		1,814
Credit loss expense (benefit)	(607)		1,330
Stock based compensation	3,418		2,831

Net (gains) losses on equity securities	29		(67)
Net OREO (gains) losses and valuation adjustments	(102)		—
Net (gains) losses on disposal of premises and equipment	(606)		(846)
Origination of loans held for sale	(5,539)		(4,611)

Proceeds from sale of loans originated or purchased for sale	3,272		5,725
Net (gains) losses on sale of loans	(87)		(134)
Net change in operating leases	(156)		(111)
Change in estimated fair value of revenue share asset	122		(173)
(Increase) decrease in other assets	(3,977)		(4,809)
Increase (decrease) in other liabilities	(10,734)		(12,767)
Net cash provided by (used in) operating activities	5,055		(3,618)
Cash flows from investing activities:

Purchases of securities available for sale	—		(85,001)

Proceeds from maturities, calls, and pay downs of securities available for sale	23,613		54,318
Proceeds from maturities, calls, and pay downs of securities held to maturity	43		46
Purchases of loans held for investment	(3,489)		(4,437)
Proceeds from sale of loans	—		2,989
Net change in loans	(195,782)		(126,125)
Purchases of premises and equipment	(1,748)		(4,247)
Proceeds from sales of premises and equipment	1,050		11,454
Net proceeds from sale of OREO	312		—
Expenditures for capitalized software	(5,252)		(4,890)
(Purchases) redemptions of FHLB and other restricted stock, net	9,887		1,067

Acquired intangible assets	—		(123)

Net cash provided by (used in) investing activities	(171,366)		(154,949)
Cash flows from financing activities:
Net increase (decrease) in deposits	749,723		155,930
Increase (decrease) in Federal Home Loan Bank advances	(250,000)		175,000


Preferred stock dividends	(801)		(801)
Stock option exercises, net	(211)		25
Proceeds from employee stock purchase plan common stock issuance	1,160		1,368
Purchase of treasury stock, net	(92)		(128)
Net cash provided by (used in) financing activities	499,779		331,394
Net increase (decrease) in cash and cash equivalents	333,468		172,827
Cash and cash equivalents at beginning of period	248,471		330,117
Cash and cash equivalents at end of period	581,939		502,944

See accompanying condensed notes to consolidated financial statements.

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TRIUMPH FINANCIAL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Three Months Ended March 31, 2026 and 2025

(Dollar amounts in thousands)

(Unaudited)


	Three Months Ended March 31,
	2026		2025
Supplemental cash flow information:
Interest paid	$	19,718	$	17,130
Income taxes paid, net	$	139	$	(45)
Cash paid for operating lease liabilities	$	1,515	$	1,478
Supplemental noncash disclosures:

Loans held for investment transferred to loans held for sale	$	—	$	5,747


Lease liabilities arising from obtaining right-of-use assets	$	—	$	35

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Triumph Financial, Inc. (collectively with its subsidiaries, “Triumph Financial”, or the “Company” as applicable) is a financial holding company headquartered in Dallas, Texas, offering a diversified line of banking, factoring, payments, and intelligence services. The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries Triumph CRA Holdings, LLC (“TCRA”), TBK Bank, SSB (“TBK Bank”), and TBK Bank’s wholly owned subsidiary Triumph Insurance Group, Inc. (“TIG”). Substantially all of the Company's products and services (other than certain insurance brokerage activities at TIG) are offered through TBK Bank.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for interim financial information and in accordance with guidance provided by the Securities and Exchange Commission (“SEC”). Accordingly, the condensed financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal and recurring adjustments considered necessary for a fair presentation. Transactions between the subsidiaries have been eliminated. Certain prior period amounts have been reclassified to conform to the current period presentation. These condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026.

Reportable Segments

The Company’s reportable segments are comprised of strategic business units primarily based upon industry categories and, to a lesser extent, the core competencies relating to product origination, distribution methods, operations and servicing. Segment determination also considers organizational structure and is consistent with the presentation of financial information to the chief operating decision maker to evaluate segment performance, develop strategy, and allocate resources. The Company's chief operating decision maker is the Chief Executive Officer of Triumph Financial, Inc. Management has determined that the Company has four reportable segments consisting of Banking, Factoring, Payments, and Intelligence.

The Banking segment includes the operations of TBK Bank. The Banking segment derives its revenue principally from investments in interest-earning assets as well as noninterest income typical for the banking industry.

The Factoring segment derives its revenue from factoring services.

The Payments segment includes the operations of TBK Bank's presentment, audit, and payment solution to Shipper, Broker, and Factor clients in the trucking industry. The Payments segment derives its revenue from transaction fees and interest income on factored receivables related to invoice payments. These factored receivables consist of (i) invoices where we offer a carrier a quickpay opportunity to receive payment at a discount in advance of the standard payment term for such invoice in exchange for the assignment of such invoice to us, (ii) offering freight brokers the ability to settle their invoices with us on an extended term following our payment to their carriers as an additional liquidity option for such freight brokers, and (iii) factoring transactions where we purchase receivables payable to such freight brokers from their shipper clients.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The Intelligence segment was launched in the fourth quarter of 2024 to turn the over-the-road trucking data collected through our services into actionable insights for our customers. This launch coincided with our acquisition of Isometric Technologies Inc. that provides service and performance scoring and benchmarking capabilities to the over-the-road trucking industry. The operations of this segment were further supplemented with our acquisition of Greenscreens AI. Inc., a pricing solution for the logistics industry that delivers short-term freight market pricing intelligence and business insights, during the quarter ended June 30, 2025. Intelligence offerings enable better decision making, market intelligence and automation. The revenue for these offerings is derived through access and subscription fees, as well as seat licenses where applicable.

For further discussion of management's operating segments and allocation methodology, see Note 16 – Business Segment Information.

Adoption of New Accounting Standards

In December 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740), Improvements to Income Tax Disclosures" ("ASU 2023-09"). ASU 2023-09 requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state and foreign income taxes and to provide more details about the reconciling items in some categories if items meet a quantitative threshold. ASU 2023-09 also requires all entities to disclose income taxes paid, net of refunds, disaggregated by federal, state and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold, among other things. ASU 2023-09 is effective for the Company for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company adopted ASU 2023-09 on a prospective basis effective December 31, 2025. Adoption of ASU 2023-09 did not have a material impact on the Company's consolidated financial statements.

Newly Issued, But Not Yet Effective Accounting Standards

In November 2024, the FASB issued Accounting Standards Update 2024-03, "Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40)" ("ASU 2024-03"). ASU 2024-03 requires public entities to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items on the face of the income statement. ASU 2024-03 is effective for the Company for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company will update its expense disclosures upon adoption.

In July 2025, the FASB issued Accounting Standards Update 2025-05, “Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05"). ASU 2025-05 provides the option to elect a practical expedient to assume that the current conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when developing a reasonable and supportable forecast as part of estimating expected credit losses on these assets. ASU 2025-05 is effective for the Company for fiscal years beginning after December 15, 2025 and interim periods within those fiscal years. The Company does not expect adoption of ASU 2025-05 to have a material impact on its consolidated financial statements.

In September 2025, the FASB issued Accounting Standards Update 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40), Targeted Improvements to the Accounting for Internal-Use Software" ("ASU 2025-06"). ASU 2025-06 clarified and modernizes the accounting for costs related to internal-use software. The amendments in ASU 2025-06 remove all references to project stages throughout Subtopic 350-40 and clarify the threshold entities apply to begin capitalizing costs. ASU 2025-06 is effective for the Company for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years. The Company is currently evaluating the impact of adoption of ASU 2025-06 on its consolidated financial statements.

In November 2025, the FASB issued Accounting Standards Update 2025-08, “Financial Instruments - Credit Losses (Topic 326), Purchased Loans" ("ASU 2025-08"). ASU 2025-08 expands the use of the gross-up approach in Accounting Standards Codification 326, "Credit Losses", to all purchased seasoned loans. ASU 2025-08 is effective for the Company for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. The Company is currently evaluating the impact of adoption of ASU 2025-08 on its consolidated financial statements.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

USPS Settlement

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

•$11.5 million to the aforementioned large carrier,

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

•$1.1 million of interest and fees,

•$7.9 million of legal expense recovery

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

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

The $19.4 million Misdirected Payments Receivable balance was legally discharged upon receipt of the settlement proceeds on July 10, 2025. The USPS Settlement did not have an impact on pretax net income for the three months ended March 31, 2026 and 2025.

Restructuring Activities

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

During the three months ended September 30, 2025, the Company recognized $3,134,000 of expense related to the reduction in force, which consisted primarily of one-time termination charges arising from severance obligations and other customary employee benefit payments made in connection with a reduction in force. These costs were included in salaries and benefits expense in the consolidated statements of income and for segment reporting, $522,000 of the expense was recognized by the Banking segment, $1,059,000 was recognized by the Factoring segment, $513,000 was recognized by the Payments segment, $210,000 was recognized by the Intelligence segment, and $830,000 was allocated to the corporate and other category. The Company's Factoring segment recognized an additional $68,000 of severance expense during the three months ended December 31, 2025.

The Company also recognized $1,250,000 of expense during the three months ended September 30, 2025 related to the cost saving initiatives, which consisted primarily of one-time contract amendment fees. These costs were included in professional fees in the consolidated statements of income and were allocated to the corporate and other category for segment reporting.

All of the restructuring costs were incurred and paid during the year ended December 31, 2025.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 2 — ACQUISITIONS AND DIVESTITURES

Greenscreens.ai

On May 8, 2025, the Company, through its wholly-owned subsidiary TBK Bank, SSB, acquired Greenscreens AI, Inc. ("Greenscreens"), a pricing solution for the logistics industry that delivers short-term freight market pricing intelligence and business insights.

A summary of the estimated fair values of assets acquired, consideration transferred, and the resulting goodwill is as follows:


(Dollars in thousands)	Initial Values		Measurement Period Adjustments		Adjusted Values
Assets acquired:
Cash and cash equivalents	$	1,601	$	—	$	1,601
Accounts receivable and other	935		—		935
Intangible assets - customer relationship	36,380		(900)		35,480
Intangible assets - software	8,340		(20)		8,320
	47,256		(920)		46,336
Liabilities assumed:
Accounts payable and other	1,104		151		1,255
Deferred tax liabilities, net	6,251		470		6,721
	7,355		621		7,976
Fair value of net assets acquired	$	39,901	$	(1,541)	$	38,360
Consideration:
Cash paid	$	139,118	$	(143)	$	138,975
Stock consideration	12,732		—		12,732
Total consideration	$	151,850	$	(143)	$	151,707
Goodwill	$	111,949	$	1,398	$	113,347

Consideration paid for the acquisition totaled $151,707,000, including $138,975,000 in cash and 256,984 shares of the Company's common stock valued at $12,732,000.

The Company has recognized goodwill of $113,347,000, which included measurement period adjustments related to customary settlement adjustments, intangible asset valuation adjustments, and the finalization of the Greenscreens stub period tax return and its impact on the acquired deferred tax liability. Goodwill was calculated as the excess of the fair value of consideration exchanged as compared to the fair value of identifiable net assets acquired. The goodwill in this acquisition resulted from expected synergies between the Company's Factoring, Payments, and Intelligence segments, as well as progress towards the development of data products to be offered to the freight brokerage community; therefore goodwill of $16,293,000 was allocated to the Company's Factoring segment, $15,601,000 was allocated to the Company's Payments segment, and $81,453,000 was allocated to the Company’s Intelligence segment. The goodwill will not be deducted for tax purposes. The initial accounting for the acquisition has not been completed because the fair values of the consideration paid, the assets acquired, and the liabilities assumed have not yet been finalized.

The intangible assets recognized include a customer relationship intangible asset with an acquisition date fair value of $35,480,000 which will be amortized utilizing an accelerated method over its twelve year estimated useful life and a capitalized software intangible asset with an acquisition date fair value of $8,320,000 which will be amortized on a straight-line basis over its five year estimated useful life. A customer relationship intangible asset of $20,860,000 was allocated to the Company's Intelligence segment and a customer relationship intangible asset of $14,620,000 was allocated to the Company's Payments segment. The entire software intangible asset was allocated to the Company's Intelligence segment.

Revenue and earnings of Greenscreens since the acquisition date have not been disclosed as the acquired company was merged into the Company and separate financial information is not readily available.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Expenses related to the acquisition totaling $3,009,000 and $967,000 were recorded in professional fees in the consolidated statements of income during the three months ended June 30, 2025 and March 31, 2025, respectively.

NOTE 3 — SECURITIES

Equity Securities With Readily Determinable Fair Values

The Company held equity securities with readily determinable fair values of $4,559,000 and $4,588,000 at March 31, 2026 and December 31, 2025, respectively. The gross realized and unrealized gains and losses recognized on equity securities with readily determinable fair values included in noninterest income in the Company’s consolidated statements of income were as follows:


	Three Months Ended March 31,
(Dollars in thousands)	2026		2025
Unrealized gains (losses) on equity securities held at the reporting date	$	(29)	$	67
Realized gains (losses) on equity securities sold during the period	—		—
	$	(29)	$	67

Equity Securities Without Readily Determinable Fair Values

The following table summarizes the Company's investments in equity securities without readily determinable fair values:


(Dollars in thousands)	March 31, 2026		December 31, 2025
Equity Securities without readily determinable fair value, at cost	$	66,601	$	75,499
Upward adjustments based on observable price changes, cumulative	10,163		10,163
Impairments and downward adjustments based on observable price changes, cumulative	$	(1,212)	$	(1,212)
Equity Securities without readily determinable fair value, carrying value	$	75,552	$	84,450

Equity securities without readily determinable fair values include Federal Home Loan Bank and other restricted stock, which are reported separately in the Company's consolidated balance sheets. Equity securities without readily determinable fair values also include the Company's investments in the common stock of Trax Group, Inc. and Warehouse Solutions Inc., with carrying amounts of $9,700,000 and $38,088,000, respectively, at March 31, 2026. Both investments have been allocated to our Payments segment and are included in other assets in the Company's consolidated balance sheets.

There were no realized or unrealized gains or losses recognized on equity securities without readily determinable fair values during the three months ended March 31, 2026 and 2025.

Management monitors its equity securities without readily determinable fair values for observable transactions in similar equity instruments as well as indicators of impairment, either of which would require it to mark such equity securities to fair value. No such transactions or indicators of impairment were detected during the three months ended March 31, 2026.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Debt Securities

Debt securities have been classified in the financial statements as available for sale or held to maturity. The following table summarizes the amortized cost, fair value, and allowance for credit losses of debt securities and the corresponding amounts of gross unrealized gains and losses of available for sale securities recognized in accumulated other comprehensive income (loss) and gross unrecognized gains and losses of held to maturity securities:


(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
March 31, 2026
Available for sale securities:
Mortgage-backed securities, residential	$	88,305	$	237	$	(3,798)	$	—	$	84,744
Asset-backed securities	780		—		(1)		—		779
State and municipal	2,637		—		(57)		—		2,580
CLO securities	249,991		254		(69)		—		250,176
Corporate bonds	264		—		(3)		—		261
SBA pooled securities	1,062		9		(49)		—		1,022
Total available for sale securities	$	343,039	$	500	$	(3,977)	$	—	$	339,562


(Dollars in thousands)	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value
March 31, 2026
Held to maturity securities:
CLO securities	$	3,135	$	—	$	(1,481)	$	1,654
Allowance for credit losses	(2,104)
Total held to maturity securities, net of ACL	$	1,031


(Dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Allowance for Credit Losses		Fair Value
December 31, 2025
Available for sale securities:
Mortgage-backed securities, residential	$	91,642	$	462	$	(3,604)	$	—	$	88,500
Asset-backed securities	812		—		(1)		—		811
State and municipal	2,638		—		(49)		—		2,589
CLO Securities	270,148		926		—		—		271,074
Corporate bonds	265		—		(2)		—		263
SBA pooled securities	1,079		10		(49)		—		1,040
Total available for sale securities	$	366,584	$	1,398	$	(3,705)	$	—	$	364,277


(Dollars in thousands)	Amortized Cost		Gross Unrecognized Gains		Gross Unrecognized Losses		Fair Value
December 31, 2025
Held to maturity securities:
CLO securities	$	3,178	$	—	$	(1,300)	$	1,878
Allowance for credit losses	(1,628)
Total held to maturity securities, net of ACL	$	1,550

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The amortized cost and estimated fair value of securities at March 31, 2026, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.


	Available for Sale Securities				Held to Maturity Securities
(Dollars in thousands)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due in one year or less	$	—	$	—	$	—	$	—
Due from one year to five years	2,133		2,119		3,135		1,654
Due from five years to ten years	23,183		23,217		—		—
Due after ten years	227,576		227,681		—		—
	252,892		253,017		3,135		1,654
Mortgage-backed securities, residential	88,305		84,744		—		—
Asset-backed securities	780		779		—		—
SBA pooled securities	1,062		1,022		—		—
	$	343,039	$	339,562	$	3,135	$	1,654

There were no sales of debt securities during the three months ended March 31, 2026 and 2025.

Debt securities with a carrying amount of approximately $28,881,000 and $28,896,000 at March 31, 2026 and December 31, 2025, respectively, were pledged to secure public deposits and for other purposes required or permitted by law.

Accrued interest on available for sale securities totaled $2,962,000 and $3,387,000 at March 31, 2026 and December 31, 2025, respectively, and was included in other assets on the Company's consolidated balance sheets. There was no accrued interest related to debt securities reversed against interest income for the three months ended March 31, 2026 and 2025.

The following table summarizes available for sale debt securities in an unrealized loss position for which an allowance for credit losses has not been recorded, aggregated by investment category and length of time that individual securities have been in a continuous loss position:


	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
March 31, 2026
Available for sale securities:
Mortgage-backed securities, residential	$	17,871	$	(179)	$	26,925	$	(3,619)	$	44,796	$	(3,798)
Asset-backed securities	779		(1)		—		—		779		(1)
State and municipal	863		(1)		1,537		(56)		2,400		(57)
CLO securities	42,539		(69)		—		—		42,539		(69)
Corporate bonds	261		(3)		—		—		261		(3)
SBA pooled securities	—		—		735		(49)		735		(49)
	$	62,313	$	(253)	$	29,197	$	(3,724)	$	91,510	$	(3,977)

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


	Less than 12 Months				12 Months or More				Total
(Dollars in thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses
December 31, 2025
Available for sale securities:
Mortgage-backed securities, residential	$	14,533	$	(85)	$	30,284	$	(3,519)	$	44,817	$	(3,604)
Asset-backed securities	811		(1)		—		—		811		(1)
State and municipal	505		—		1,544		(49)		2,049		(49)
CLO Securities	—		—		—		—		—		—
Corporate bonds	—		—		263		(2)		263		(2)
SBA pooled securities	—		—		747		(49)		747		(49)
	$	15,849	$	(86)	$	32,838	$	(3,619)	$	48,687	$	(3,705)

Management evaluates available for sale debt securities in unrealized loss positions to determine whether the impairment is due to credit-related factors or noncredit-related factors. Consideration is given to (1) the extent to which the fair value is less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the security for a period of time sufficient to allow for any anticipated recovery in fair value.

At March 31, 2026, the Company had 78 available for sale debt securities in an unrealized loss position without an allowance for credit losses. Management does not have the intent to sell any of these securities and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Accordingly, as of March 31, 2026, management believes that the unrealized losses detailed in the previous table are due to noncredit-related factors, including changes in interest rates and other market conditions, and therefore the Company carried no allowance for credit losses on available for sale debt securities at March 31, 2026.

The following table presents the activity in the allowance for credit losses for held to maturity debt securities:


(Dollars in thousands)	Three Months Ended March 31,
Held to Maturity CLO Securities	2026		2025
Allowance for credit losses:
Beginning balance	$	1,628	$	3,491
Credit loss expense	476		145
Charge-offs	—		(2,160)
Recoveries	—		—
Allowance for credit losses ending balance	$	2,104	$	1,476

The Company’s held to maturity securities are investments in the unrated subordinated notes of collateralized loan obligation ("CLO") funds. These securities are the junior-most in securitization capital structures and are subject to suspension of distributions if the credit of the underlying loan portfolios deteriorates materially. The ACL on held to maturity securities is estimated at each measurement date on a collective basis by major security type. Expected credit losses for these securities are estimated using a discounted cash flow methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Ultimately, the realized cash flows on CLO securities such as these will be driven by a variety of factors, including credit performance of the underlying loan portfolio, adjustments to the portfolio by the asset manager, and the timing of a potential call. During the three months ended March 31, 2025, the Company charged off one of its three investments in these CLO funds as it was deemed to be an uncollectible investment. The charge-off was fully reserved in a prior period. At March 31, 2026 and December 31, 2025, $1,913,000 and $1,913,000, respectively, of the Company’s held to maturity securities were classified as nonaccrual.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 — LOANS AND ALLOWANCE FOR CREDIT LOSSES

Loans Held for Sale

The following table presents loans held for sale:


(Dollars in thousands)	March 31, 2026		December 31, 2025


1-4 family residential	$	2,495	$	459

Total loans held for sale	$	2,495	$	459

Loans Held for Investment

Loans

The following table presents the amortized cost and unpaid principal balance of loans held for investment:


	March 31, 2026						December 31, 2025
(Dollars in thousands)	Amortized Cost		Unpaid Principal		Difference		Amortized Cost		Unpaid Principal		Difference
Commercial real estate	$	724,923	$	724,940	$	(17)	$	730,435	$	730,533	$	(98)
Construction, land development, land	206,693		206,865		(172)		224,214		224,414		(200)
1-4 family residential	187,991		186,751		1,240		193,508		192,322		1,186
Farmland	42,666		42,705		(39)		43,433		43,474		(41)
Commercial	1,112,802		1,122,350		(9,548)		1,163,664		1,173,373		(9,709)
Factored receivables	1,717,808		1,721,962		(4,154)		1,462,900		1,465,854		(2,954)
Consumer	15,381		15,394		(13)		16,819		16,833		(14)
Mortgage warehouse	1,180,875		1,180,875		—		1,156,334		1,156,334		—
Total loans held for investment	5,189,139		$	5,201,842	$	(12,703)	4,991,307		$	5,003,137	$	(11,830)
Allowance for credit losses	(34,157)						(36,511)
	$	5,154,982					$	4,954,796

The difference between the amortized cost and the unpaid principal is due to (1) premiums and discounts associated with acquired loans totaling $9,198,000 and $9,300,000 at March 31, 2026 and December 31, 2025, respectively, and (2) net deferred origination and factoring fees totaling $3,505,000 and $2,530,000 at March 31, 2026 and December 31, 2025, respectively.

Accrued interest on loans, which is excluded from the amortized cost of loans held for investment, totaled $35,347,000 and $42,478,000 at March 31, 2026 and December 31, 2025, respectively, and was included in other assets on the Company's consolidated balance sheets.

As of March 31, 2026, most of the Company’s non-factoring business activity is with customers located within certain states. The states of Texas (20%), Colorado (10%), Illinois (11%), and Iowa (4%) make up 45% of the Company’s gross loans, excluding factored receivables. Therefore, the Company’s exposure to credit risk is affected by changes in the economies in these states. At December 31, 2025, the states of Texas (20%), Illinois (10%), Colorado (10%), and Iowa (4%) made up 44% of the Company’s gross loans, excluding factored receivables.

A majority (97%) of the Company's factored receivables, representing approximately 32% of the Company's total loan portfolio as of March 31, 2026, are transportation receivables. At December 31, 2025, 97% of the Company's factored receivables, representing approximately 29% of the Company's total loan portfolio, were transportation receivables.

At March 31, 2026 and December 31, 2025, the Company had $314,781,000 and $338,496,000, respectively, of customer reserves associated with factored receivables. These amounts represent customer reserves held to settle any payment disputes or collection shortfalls, may be used to pay customers’ obligations to various third parties as directed by the customer, are periodically released to or withdrawn by customers, and are reported as deposits in the consolidated balance sheets.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Loans with carrying amounts of $1,572,177,000 and $1,725,914,000 at March 31, 2026 and December 31, 2025, respectively, were pledged to secure Federal Home Loan Bank borrowing capacity and Federal Reserve Bank discount window borrowing capacity.

Allowance for Credit Losses

The Company’s estimate of the ACL reflects losses expected over the remaining contractual life of the assets. The contractual term does not consider extensions, renewals or modifications. The activity in the allowance for credit losses (“ACL”) related to loans held for investment is as follows:


(Dollars in thousands)	Beginning Balance		Credit Loss Expense		Charge-offs		Recoveries		Ending Balance
Three Months Ended March 31, 2026
Commercial real estate	$	4,713	$	561	$	—	$	—	$	5,274
Construction, land development, land	2,970		(472)		—		—		2,498
1-4 family residential	1,927		(5)		—		2		1,924
Farmland	298		1		—		—		299
Commercial	14,947		(1,902)		(258)		8		12,795
Factored receivables	10,069		1,254		(1,777)		281		9,827
Consumer	429		41		(137)		24		357
Mortgage warehouse	1,158		25		—		—		1,183
	$	36,511	$	(497)	$	(2,172)	$	315	$	34,157


(Dollars in thousands)	Beginning Balance		Credit Loss Expense		Charge-offs		Recoveries		Ending Balance
Three Months Ended March 31, 2025
Commercial real estate	$	3,825	$	945	$	(116)	$	3	$	4,657
Construction, land development, land	2,873		(234)		—		—		2,639
1-4 family residential	1,404		41		(1)		2		1,446
Farmland	386		(60)		—		—		326
Commercial	21,419		(931)		(4,371)		74		16,191
Factored receivables	9,600		1,509		(1,408)		150		9,851
Consumer	185		102		(179)		47		155
Mortgage warehouse	1,022		(58)		—		—		964
	$	40,714	$	1,314	$	(6,075)	$	276	$	36,229

The decrease in required ACL during the three months ended March 31, 2026 is a function of net charge-offs of $1,857,000 and credit loss benefit of $497,000.

The Company uses the discounted cash flow (DCF) method to estimate ACL for the commercial real estate, construction, land development, land, 1-4 family residential, commercial (excluding liquid credit), and consumer loan pools. For all loan pools utilizing the DCF method, the Company utilizes and forecasts national unemployment as a loss driver. The Company also utilizes and forecasts either one-year percentage change in national retail sales (commercial real estate – non multifamily, commercial general, commercial agriculture, commercial asset-based lending, commercial equipment finance, consumer), one-year percentage change in the national home price index (1-4 family residential and construction, land development, land), or one-year percentage change in national gross domestic product (commercial real estate – multifamily) as a second loss driver depending on the nature of the underlying loan pool and how well that loss driver correlates to expected future losses. Consistent forecasts of the loss drivers are used across the loan segments. The Company also forecasts prepayments speeds for use in the DCF models with higher prepayment speeds resulting in lower required ACL levels and vice versa for shorter prepayment speeds. These assumed prepayment speeds are based upon our historical prepayment speeds by loan type adjusted for the expected impact of the future interest rate environment. The impact of these assumed prepayment speeds is lesser in magnitude than the aforementioned loss driver assumptions.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

For all DCF models at March 31, 2026, the Company has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over eight quarters on a straight-line basis. The Company leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by the Company when developing the forecast metrics. At March 31, 2026 as compared to December 31, 2025, the Company forecasted minimal change in national unemployment and modest improvement in one-year percentage change in national retail sales, one-year percentage change in national home price index, and one-year percentage change in national gross domestic product. At March 31, 2026 for national unemployment, the Company projected a percentage in the first quarter that would be slightly higher than the current unemployment rate followed by a gradual rise in the following three quarters. For percentage change in national retail sales, the Company projected an increase in the first projected quarter followed by a decline to negative levels over the last three projected quarters to a level below recent actual periods. For percentage change in national home price index, the Company projected a breakeven level in the first projected quarter followed by a steep drop to negative levels for the remaining three quarters with such negative levels peaking in the fourth projected quarter. For percentage change in national gross domestic product, management projected very low growth for the first two projected quarters with low levels of contraction for the final two projected quarters. At March 31, 2026, the Company used its historical prepayment speeds with minimal adjustment.

The Company uses a loss-rate method to estimate expected credit losses for the farmland, liquid credit, factored receivable, and mortgage warehouse loan pools. For each of these loan segments, the Company applies an expected loss ratio based on internal and peer historical losses adjusted as appropriate for qualitative factors. Qualitative loss factors are based on the Company's judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions. Loss factors used to calculate the required ACL on pools that use the loss-rate method reflect the forecasted economic conditions described above.

For the three months ended March 31, 2026, changes in projected loss drivers and prepayment assumptions over the reasonable and supportable forecast period decreased the required ACL by $1,680,000. Changes in loan volume and mix increased the required ACL by $110,000. Changes in required specific reserves decreased the ACL by $785,000. Net charge-offs during the period were $1,857,000.

For the three months ended March 31, 2025, changes in projected loss drivers and prepayment assumptions over the reasonable and supportable forecast period increased the required ACL by $492,000. Changes in loan volume and mix increased the required ACL by $602,000. Changes in required specific reserves decreased the ACL by $5,579,000. Net charge-offs during the period were $5,799,000.

The following table presents the amortized cost basis of collateral dependent loans, which are individually evaluated to determine expected credit losses, and the related ACL allocated to these loans:


(Dollars in thousands)	Real Estate		Accounts Receivable		Equipment		Other		Total		ACL Allocation
March 31, 2026
Commercial real estate	$	63,243	$	—	$	—	$	—	$	63,243	$	687
Construction, land development, land	—		—		—		—		—		—
1-4 family residential	1,719		—		—		—		1,719		—
Farmland	243		—		50		132		425		—
Commercial	173		—		37,645		4,520		42,338		1,748
Factored receivables	—		5,356		—		—		5,356		1,066
Consumer	—		—		—		21		21		—
Mortgage warehouse	—		—		—		—		—		—
Total	$	65,378	$	5,356	$	37,695	$	4,673	$	113,102	$	3,501

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Dollars in thousands)	Real Estate		Accounts Receivable		Equipment		Other		Total		ACL Allocation
December 31, 2025
Commercial real estate	$	25,162	$	—	$	—	$	—	$	25,162	$	—
Construction, land development, land	—		—		—		—		—		—
1-4 family residential	1,827		—		—		—		1,827		—
Farmland	1,177		—		55		138		1,370		—
Commercial	173		—		40,647		4,627		45,447		1,708
Factored receivables	—		4,650		—		—		4,650		2,578
Consumer	—		—		—		12		12		—
Mortgage warehouse	—		—		—		—		—		—
Total	$	28,339	$	4,650	$	40,702	$	4,777	$	78,468	$	4,286

Commercial loans secured by Other collateral primarily consist of large liquid credit loans secured by the underlying enterprise values of the borrowers.

Past Due and Nonaccrual Loans

The following tables present an aging of contractually past due loans:


(Dollars in thousands)	Past Due 30-59 Days		Past Due 60-90 Days		Past Due 90 Days or More		Total Past Due		Current		Total		Past Due 90 Days or More and Accruing
March 31, 2026
Commercial real estate	$	3,661	$	693	$	42,287	$	46,641	$	678,282	$	724,923	$	—
Construction, land development, land	—		—		—		—		206,693		206,693		—
1-4 family residential	1,983		1,004		1,245		4,232		183,759		187,991		—
Farmland	—		1,338		—		1,338		41,328		42,666		—
Commercial	9,155		5,223		30,809		45,187		1,067,615		1,112,802		—
Factored receivables	19,623		3,646		1,101		24,370		1,693,438		1,717,808		1,101
Consumer	3		—		9		12		15,369		15,381		—
Mortgage warehouse	—		—		—		—		1,180,875		1,180,875		—
Total	$	34,425	$	11,904	$	75,451	$	121,780	$	5,067,359	$	5,189,139	$	1,101


(Dollars in thousands)	Past Due 30-59 Days		Past Due 60-90 Days		Past Due 90 Days or More		Total Past Due		Current		Total		Past Due 90 Days or More and Accruing
December 31, 2025
Commercial real estate	$	40,346	$	688	$	6,851	$	47,885	$	682,550	$	730,435	$	—
Construction, land development, land	—		—		—		—		224,214		224,214		—
1-4 family residential	370		1,138		1,489		2,997		190,511		193,508		—
Farmland	218		—		—		218		43,215		43,433		—
Commercial	31,105		6,798		13,299		51,202		1,112,462		1,163,664		1,178
Factored receivables	25,876		6,334		1,347		33,557		1,429,343		1,462,900		1,347
Consumer	14		9		—		23		16,796		16,819		—
Mortgage warehouse	—		—		—		—		1,156,334		1,156,334		—
Total	$	97,929	$	14,967	$	22,986	$	135,882	$	4,855,425	$	4,991,307	$	2,525

Given the nature of factored receivables, these assets are disclosed as past due 90 days or more still accruing; however, the Company is not recognizing income on the assets. Historically, any income recognized on factored receivables that are past due 90 days or more has not been material.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the amortized cost basis of loans on nonaccrual status and the amortized cost basis of loans on nonaccrual status for which there was no related allowance for credit losses:


	March 31, 2026				December 31, 2025
(Dollars in thousands)	Total Nonaccrual		Nonaccrual With No ACL		Total Nonaccrual		Nonaccrual With No ACL
Commercial real estate	$	46,544	$	42,551	$	8,502	$	8,502
Construction, land development, land	—		—		—		—
1-4 family residential	1,682		1,682		1,790		1,790
Farmland	426		426		458		458
Commercial	42,162		36,166		45,446		38,224
Factored receivables	—		—		—		—
Consumer	21		21		12		12
Mortgage warehouse	—		—		—		—
	$	90,835	$	80,846	$	56,208	$	48,986

The following table presents accrued interest on nonaccrual loans reversed through interest income:


	Three Months Ended March 31,
(Dollars in thousands)	2026		2025
Commercial real estate	$	264	$	14
Construction, land development, land	—		—
1-4 family residential	3		—
Farmland	—		—
Commercial	27		3
Factored receivables	—		—
Consumer	—		—
Mortgage warehouse	—		—
	$	294	$	17

There was no interest earned on nonaccrual loans during the three months ended March 31, 2026 and 2025.

The following table presents information regarding nonperforming loans:


(Dollars in thousands)	March 31, 2026		December 31, 2025
Nonaccrual loans	$	90,835	$	56,208
Nonperforming factored receivables	1,101		1,347
	$	91,936	$	57,555

Credit Quality Information

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including: current collateral and financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans as to credit risk on a regular basis. Large groups of smaller balance homogeneous loans, such as consumer loans, are analyzed primarily based on payment status. The Company uses the following definitions for risk ratings:

Pass – Pass rated loans have low to average risk and are not otherwise classified.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Classified – Classified loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the repayment of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected. Certain classified loans have the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.

Management considers the guidance in ASC 310-20 when determining whether a modification, extension, or renewal of loan constitutes a current period origination. As of March 31, 2026 and December 31, 2025, based on the most recent analysis performed, the risk category of loans is as follows:

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


													Revolving Loans		Revolving Loans Converted To Term Loans		Total
(Dollars in thousands)	Year of Origination
March 31, 2026	2026		2025		2024		2023		2022		Prior
Commercial real estate
Pass	$	3,816	$	192,815	$	159,237	$	56,329	$	31,341	$	161,702	$	7,721	$	834	$	613,795
Classified	—		—		—		83,715		3,154		23,304		955		—		111,128
Total commercial real estate	$	3,816	$	192,815	$	159,237	$	140,044	$	34,495	$	185,006	$	8,676	$	834	$	724,923
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Construction, land development, land
Pass	$	921	$	30,338	$	58,362	$	115,270	$	733	$	1,069	$	—	$	—	$	206,693
Classified	—		—		—		—		—		—		—		—		—
Total construction, land development, land	$	921	$	30,338	$	58,362	$	115,270	$	733	$	1,069	$	—	$	—	$	206,693
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

1-4 family residential
Pass	$	3,118	$	52,797	$	40,482	$	14,504	$	8,108	$	31,270	$	30,531	$	2,838	$	183,648
Classified	—		361		9		900		80		2,673		320		—		4,343
Total 1-4 family residential	$	3,118	$	53,158	$	40,491	$	15,404	$	8,188	$	33,943	$	30,851	$	2,838	$	187,991
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Farmland
Pass	$	—	$	8,962	$	9,945	$	4,023	$	3,477	$	14,199	$	916	$	317	$	41,839
Classified	—		—		—		—		—		827		—		—		827
Total farmland	$	—	$	8,962	$	9,945	$	4,023	$	3,477	$	15,026	$	916	$	317	$	42,666
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial
Pass	$	73,751	$	311,612	$	209,504	$	70,273	$	25,532	$	17,854	$	358,921	$	1,833	$	1,069,280
Classified	1,249		5,378		548		8,261		3,546		1,178		23,362		—		43,522
Total commercial	$	75,000	$	316,990	$	210,052	$	78,534	$	29,078	$	19,032	$	382,283	$	1,833	$	1,112,802
YTD gross charge-offs	$	—	$	99	$	2	$	100	$	57	$	—	$	—	$	—	$	258

Factored receivables
Pass	$	1,712,911	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,712,911
Classified	4,897		—		—		—		—		—		—		—		4,897
Total factored receivables	$	1,717,808	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,717,808
YTD gross charge-offs	$	—	$	1,777	$	—	$	—	$	—	$	—	$	—	$	—	$	1,777

Consumer
Pass	$	5,283	$	3,728	$	946	$	641	$	182	$	371	$	4,209	$	—	$	15,360
Classified	—		9		—		—		—		12		—		—		21
Total consumer	$	5,283	$	3,737	$	946	$	641	$	182	$	383	$	4,209	$	—	$	15,381
YTD gross charge-offs	$	107	$	19	$	4	$	7	$	—	$	—	$	—	$	—	$	137

Mortgage warehouse
Pass	$	1,180,875	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,180,875
Classified	—		—		—		—		—		—		—		—		—
Total mortgage warehouse	$	1,180,875	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,180,875
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Total loans
Pass	$	2,980,675	$	600,252	$	478,476	$	261,040	$	69,373	$	226,465	$	402,298	$	5,822	$	5,024,401
Classified	6,146		5,748		557		92,876		6,780		27,994		24,637		—		164,738
Total loans	$	2,986,821	$	606,000	$	479,033	$	353,916	$	76,153	$	254,459	$	426,935	$	5,822	$	5,189,139
YTD gross charge-offs	$	107	$	1,895	$	6	$	107	$	57	$	—	$	—	$	—	$	2,172

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


													Revolving Loans		Revolving Loans Converted To Term Loans		Total
(Dollars in thousands)	Year of Origination
December 31, 2025	2025		2024		2023		2022		2021		Prior
Commercial real estate
Pass	$	194,679	$	167,423	$	57,294	$	32,510	$	66,763	$	96,283	$	2,639	$	841	$	618,432
Classified	—		—		83,865		2,696		1,301		23,453		688		—		112,003
Total commercial real estate	$	194,679	$	167,423	$	141,159	$	35,206	$	68,064	$	119,736	$	3,327	$	841	$	730,435
YTD gross charge-offs	$	—	$	—	$	116	$	—	$	—	$	87	$	—	$	—	$	203

Construction, land development, land
Pass	$	14,821	$	87,037	$	120,397	$	843	$	769	$	347	$	—	$	—	$	224,214
Classified	—		—		—		—		—		—		—		—		—
Total construction, land development, land	$	14,821	$	87,037	$	120,397	$	843	$	769	$	347	$	—	$	—	$	224,214
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	250	$	—	$	—	$	250

1-4 family residential
Pass	$	54,257	$	41,135	$	15,614	$	11,408	$	14,114	$	18,889	$	31,545	$	2,286	$	189,248
Classified	365		9		899		82		1,120		1,734		51		—		4,260
Total 1-4 family residential	$	54,622	$	41,144	$	16,513	$	11,490	$	15,234	$	20,623	$	31,596	$	2,286	$	193,508
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	104	$	—	$	—	$	104

Farmland
Pass	$	9,001	$	9,827	$	4,068	$	3,613	$	2,330	$	12,939	$	458	$	358	$	42,594
Classified	—		—		—		—		—		839		—		—		839
Total farmland	$	9,001	$	9,827	$	4,068	$	3,613	$	2,330	$	13,778	$	458	$	358	$	43,433
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Commercial
Pass	$	335,153	$	225,023	$	82,460	$	32,954	$	7,901	$	13,026	$	417,434	$	2,153	$	1,116,104
Classified	4,409		1,524		10,608		5,478		956		928		23,657		—		47,560
Total commercial	$	339,562	$	226,547	$	93,068	$	38,432	$	8,857	$	13,954	$	441,091	$	2,153	$	1,163,664
YTD gross charge-offs	$	—	$	4,924	$	7,950	$	1,180	$	276	$	10,816	$	—	$	—	$	25,146

Factored receivables
Pass	$	1,458,558	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,458,558
Classified	4,342		—		—		—		—		—		—		—		4,342
Total factored receivables	$	1,462,900	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,462,900
YTD gross charge-offs	$	5,229	$	1,408	$	—	$	—	$	—	$	—	$	—	$	—	$	6,637

Consumer
Pass	$	9,851	$	1,162	$	778	$	226	$	167	$	314	$	4,309	$	—	$	16,807
Classified	—		—		—		—		—		12		—		—		12
Total consumer	$	9,851	$	1,162	$	778	$	226	$	167	$	326	$	4,309	$	—	$	16,819
YTD gross charge-offs	$	467	$	81	$	13	$	6	$	—	$	18	$	—	$	—	$	585

Mortgage warehouse
Pass	$	1,156,334	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,156,334
Classified	—		—		—		—		—		—		—		—		—
Total mortgage warehouse	$	1,156,334	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	1,156,334
YTD gross charge-offs	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—

Total loans
Pass	$	3,232,654	$	531,607	$	280,611	$	81,554	$	92,044	$	141,798	$	456,385	$	5,638	$	4,822,291
Classified	9,116		1,533		95,372		8,256		3,377		26,966		24,396		—		169,016
Total loans	$	3,241,770	$	533,140	$	375,983	$	89,810	$	95,421	$	168,764	$	480,781	$	5,638	$	4,991,307
YTD gross charge-offs	$	5,696	$	6,413	$	8,079	$	1,186	$	276	$	11,275	$	—	$	—	$	32,925

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Loan Modifications to Borrowers Experiencing Financial Difficulty

In an effort to mitigate potential losses on loans, the Company will endeavor to work with borrowers experiencing financial difficulty to modify the terms of such loans to improve the likelihood of principal repayment. Such modifications generally fall into four broad categories; principal forgiveness, interest rate reduction, other-than-insignificant payment delay, or a term extension. Modifications can reflect one or multiple modification categories. For all loan types, including commercial real estate loans, the Company considers the likelihood of repayment by the borrower experiencing financial difficulty under the potential agreed upon modified terms. If such repayment is not deemed likely, the Company will not grant the troubled borrower a modification and will commence ultimate collection proceedings. On an ongoing basis, the Company monitors the performance of modified loans related to their restructured terms.

The following tables present the amortized cost basis of loan modifications to borrowers experiencing financial difficulty made during the reporting period:


	Term Extension
					Financial Effect
(Dollars in thousands)	Amortized Cost		% of Portfolio		Term Extended By
Three Months Ended March 31, 2026
Commercial real estate	$	49,199	6.8	%	0.2 years



Commercial	2,038		0.2	%	0.3 years



	$	51,237	1.0	%

Three Months Ended March 31, 2025
Commercial real estate	$	83,350	10.3	%	0.3 years

1-4 family residential	19		—	%	4.8 years

Commercial	1,678		0.1	%	0.3 years



	$	85,047	1.8	%


	Term Extension and Payment Delay
					Financial Effect
(Dollars in thousands)	Amortized Cost		% of Portfolio		Term Extended By	Payments Delayed By
Three Months Ended March 31, 2026
Commercial real estate	$	688	0.1	%	0.6 years	0.5 years







	$	688	—	%


	Payment Delay
					Financial Effect
(Dollars in thousands)	Amortized Cost		% of Portfolio		Payments Delayed By











Three Months Ended March 31, 2025




Commercial	$	566	0.1	%	0.5 years



	$	566	—	%

Generally, if a loan to a borrower experiencing financial difficulty is modified, the Company will seek to obtain credit enhancements when possible.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The following table presents the payment status of loans that have been modified in the last twelve months:


	March 31, 2026
(Dollars in thousands)	Current		Past Due 30-89 Days		Past Due 90 Days or More		Total
Commercial real estate	$	66,434	$	1,668	$	37,524	$	105,626
Construction, land development, land	—		—		—		—
1-4 family residential	9		—		—		9
Farmland	—		—		—		—
Commercial	10,683		680		16		11,379
Factored receivables	—		—		—		—
Consumer	—		—		—		—
Mortgage warehouse	—		—		—		—
	$	77,126	$	2,348	$	37,540	$	117,014

At March 31, 2026, the Company had $108,000 of commitments to lend additional funds to borrowers experiencing financial difficulty for which the Company modified the terms of the loans in the form of principal forgiveness, an interest rate reduction, an other-than-insignificant payment delay, or a term extension during the current period.

There were $37,524,000 of commercial real estate loans and $696,000 of commercial loans to borrowers experiencing financial difficulty that had a payment default during the three months ended March 31, 2026 and were modified in the form of a term extension in the twelve months prior to that default.

There were no loans to borrowers experiencing financial difficulty that had a payment default during the three months ended March 31, 2025 and were modified in the twelve months prior to that default. Default is determined at 90 or more days past due, upon charge-off, or upon foreclosure. Modified loans in default are individually evaluated for the allowance for credit losses or if the modified loan is deemed uncollectible, the loan, or a portion of the loan, is written off and the allowance for credit losses is adjusted accordingly.

Residential Real Estate Loans In Process of Foreclosure

At March 31, 2026 and December 31, 2025, the Company had $448,000 and$371,000, respectively, of 1-4 family residential real estate loans for which formal foreclosure proceedings were in process.

Other Real Estate Owned

At March 31, 2026 and December 31, 2025, the Company had $9,975,000 and $10,185,000 of other real estate owned, net.

NOTE 5 — GOODWILL AND INTANGIBLE ASSETS

Goodwill and intangible assets consist of the following:


(Dollars in thousands)	March 31, 2026		December 31, 2025
Goodwill	$	355,296	$	355,296


	March 31, 2026						December 31, 2025
(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Core deposit intangibles	$	43,578	$	(42,101)	$	1,477	$	43,578	$	(41,836)	$	1,742
Customer relationship intangibles	65,494		(30,486)		35,008		65,494		(28,776)		36,718
Software intangible assets	26,932		(18,982)		7,950		26,932		(18,461)		8,471
Other intangible assets	3,641		(2,704)		937		3,641		(2,684)		957
	$	139,645	$	(94,273)	$	45,372	$	139,645	$	(91,757)	$	47,888

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The changes in goodwill and intangible assets during the three months ended March 31, 2026 and 2025 are as follows:


	Three Months Ended March 31,
(Dollars in thousands)	2026		2025
Beginning balance	$	403,184	$	258,208

Acquired intangible assets	—		123




Amortization of intangibles	(2,516)		(2,400)
Amortization of intangibles included in lease income	—		(19)
Ending balance	$	400,668	$	255,912

NOTE 6 — VARIABLE INTEREST ENTITIES

Collateralized Loan Obligation Funds – Closed

The Company holds investments in the subordinated notes of the following closed Collateralized Loan Obligation (“CLO”) funds:


(Dollars in thousands)	Offering Date	Offering Amount
Trinitas CLO IV, LTD (Trinitas IV)	June 2, 2016	$	406,650

Trinitas CLO VI, LTD (Trinitas VI)	June 20, 2017	$	717,100

The net carrying amounts of the Company’s investments in the subordinated notes of the CLO funds, which represent the Company’s maximum exposure to loss as a result of its involvement with the CLO funds, totaled $1,031,000 and $1,550,000 at March 31, 2026 and December 31, 2025, respectively, and are classified as held to maturity securities within the Company’s consolidated balance sheets.

The Company performed a consolidation analysis to confirm whether the Company was required to consolidate the assets, liabilities, equity or operations of the closed CLO funds in its financial statements. The Company concluded that the closed CLO funds were variable interest entities and that the Company holds variable interests in the entities in the form of its investments in the subordinated notes of entities. However, the Company also concluded that the Company does not have the power to direct the activities that most significantly impact the entities’ economic performance. As a result, the Company was not the primary beneficiary and therefore was not required to consolidate the assets, liabilities, equity, or operations of the closed CLO funds in the Company’s financial statements.

NOTE 7 — LEGAL CONTINGENCIES

TBK Bank, SSB (the “Bank”), the wholly-owned bank subsidiary of the Company, is the agent bank for a $60.5 million floorplan loan facility, of which the Bank holds approximately $22.5 million, for which Tricolor Holdings, LLC (“Tricolor”) is the lead borrower. On September 10, 2025, Tricolor and its affiliates filed for Chapter 7 bankruptcy in the United States District Court for the Northern District of Texas. Public reports have surfaced alleging that Tricolor was engaged in fraud; however, the details of this alleged fraud are not yet known. The floorplan loan facility is secured by a first-priority security interest in the vehicle inventory and certain other assets of Tricolor. As of March 31, 2026, the Bank believes its collateral position adequately secures the outstanding balance of the loan facility. As the bankruptcy proceedings progress, however, the Bank may discover additional information regarding the status of specific collateral securing the loan. Other creditors have asserted that they have interests in some of the collateral in which the Bank asserts a first-priority security interest. To the extent necessary, the bankruptcy court may ultimately have to determine the Bank’s and other creditors’ interest in such collateral. The Company may also be subject to additional claims asserted by creditors or the trustee in the bankruptcy proceedings. Should any of such factual determinations or developments in the bankruptcy proceedings negatively impact the Bank’s assessment of its collateral position or otherwise have a negative impact on the Company, the Company might incur losses which could be material to our business, financial condition and results of operations.

Additionally, other various legal claims have arisen from time to time in the normal course of business which, in the opinion of management as of March 31, 2026, will have no material effect on the Company’s consolidated financial statements.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8 — OFF-BALANCE SHEET LOAN COMMITMENTS

From time to time, the Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit. Those instruments involve, to varying degrees, elements of credit risk in excess of the amount recognized in the balance sheet. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments.

The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet financial instruments.

The contractual amounts of financial instruments with off-balance sheet risk were as follows:


	March 31, 2026						December 31, 2025
(Dollars in thousands)	Fixed Rate		Variable Rate		Total		Fixed Rate		Variable Rate		Total
Unused lines of credit	$	78,523	$	334,335	$	412,858	$	92,223	$	440,289	$	532,512
Standby letters of credit	$	5,832	$	3,682	$	9,514	$	7,090	$	2,951	$	10,041

Mortgage warehouse and other loan commitments	$	—	$	724,541	$	724,541	$	—	$	702,984	$	702,984

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being fully drawn upon, the total commitment amounts disclosed above do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if considered necessary by the Company, upon extension of credit, is based on management’s credit evaluation of the customer.

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. In the event of nonperformance by the customer, the Company has rights to the underlying collateral, which can include commercial real estate, physical plant and property, inventory, receivables, cash and marketable securities. The credit risk to the Company in issuing letters of credit is essentially the same as that involved in extending loan facilities to its customers.

Mortgage warehouse commitments are unconditionally cancellable and represent the unused capacity on mortgage warehouse facilities the Company has approved. The Company reserves the right to refuse to buy any mortgage loans offered for sale by a customer, for any reason, at the Company’s sole and absolute discretion. Other loan commitments represent loans purchased by the Company that have not yet settled.

The Company records an allowance for credit losses on off-balance sheet credit exposures through a charge to credit loss expense on the Company’s consolidated statements of income. At March 31, 2026 and December 31, 2025, the allowance for credit losses on off-balance sheet credit exposures totaled $1,756,000 and $2,342,000, respectively, and was included in other liabilities on the Company’s consolidated balance sheets. The following table presents credit loss expense for off balance sheet credit exposures:


	Three Months Ended March 31,
(Dollars in thousands)	2026		2025
Credit loss expense (benefit)	$	(586)	$	(129)

NOTE 9 — FAIR VALUE DISCLOSURES

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The methods of determining the fair value of assets and liabilities presented in this note are consistent with the methodologies disclosed in Note 15 of the Company’s 2025 Form 10-K.

Assets and liabilities measured at fair value on a recurring basis are summarized in the table below.


(Dollars in thousands)	Fair Value Measurements Using						Total Fair Value
March 31, 2026	Level 1		Level 2		Level 3
Assets measured at fair value on a recurring basis
Securities available for sale
Mortgage-backed securities, residential	$	—	$	84,744	$	—	$	84,744
Asset-backed securities	—		779		—		779
State and municipal	—		2,580		—		2,580
CLO securities	—		250,176		—		250,176
Corporate bonds	—		261		—		261
SBA pooled securities	—		1,022		—		1,022
	$	—	$	339,562	$	—	$	339,562

Equity securities with readily determinable fair values
Mutual fund	$	4,559	$	—	$	—	$	4,559

Loans held for sale	$	—	$	2,495	$	—	$	2,495

Revenue share asset	$	—	$	—	$	1,448	$	1,448

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Dollars in thousands)	Fair Value Measurements Using						Total Fair Value
December 31, 2025	Level 1		Level 2		Level 3
Assets measured at fair value on a recurring basis
Securities available for sale
Mortgage-backed securities, residential	$	—	$	88,500	$	—	$	88,500
Asset-backed securities	—		811		—		811
State and municipal	—		2,589		—		2,589
CLO Securities	—		271,074		—		271,074
Corporate bonds	—		263		—		263
SBA pooled securities	—		1,040		—		1,040
	$	—	$	364,277	$	—	$	364,277

Equity securities with readily determinable fair values
Mutual fund	$	4,588	$	—	$	—	$	4,588

Loans held for sale	$	—	$	459	$	—	$	459

Revenue share asset	$	—	$	—	$	1,598	$	1,598

There were no transfers between levels during 2026 or 2025.

Revenue Share Asset

On June 30, 2022 and September 6, 2022, the Company entered into and closed two separate agreements to sell two separate portfolios of factored receivables. The June 30, 2022 agreement contains revenue share provisions that entitles the Company to an amount equal to fifteen percent of the future gross monthly revenue of the clients associated with the sold factored receivable portfolio. The September 6, 2022 agreement contains revenue share provisions that entitles the Company to an amount ranging from fifteen to twenty percent, depending on the client, of the future gross monthly revenue of the clients associated with the sold factored receivable portfolio. The fair value of the revenue share assets is calculated each reporting period, and changes in the fair value of the revenue share assets are recorded in noninterest income in the consolidated statements of income. The revenue share asset fair value is considered a Level 3 classification.

At March 31, 2026 and December 31, 2025, the estimated cash payments expected to be received from the purchaser for the Company's share of future gross monthly revenue was $2,065,000 and $2,256,000, respectively, and a discount rate of 10.0% was applied to calculate the present value of the revenue share asset. A reconciliation of the opening balance to the closing balance of the fair value of the revenue share asset is as follows:


	Three Months Ended March 31,
(Dollars in thousands)	2026		2025
Beginning balance	$	1,598	$	2,616
Revenue share asset recognized	—		—
Change in fair value of revenue share asset recognized in earnings	(122)		173
Revenue share payments received	(28)		(282)
Ending balance	$	1,448	$	2,507

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Assets measured at fair value on a non-recurring basis are summarized in the table below. There were no liabilities measured at fair value on a non-recurring basis at March 31, 2026 and December 31, 2025.


(Dollars in thousands)	Fair Value Measurements Using						Total Fair Value
March 31, 2026	Level 1		Level 2		Level 3
Collateral dependent loans
Commercial real estate	$	—	$	—	$	3,306	$	3,306

Commercial	—		—		4,248		4,248
Factored receivables	—		—		4,290		4,290



	$	—	$	—	$	11,844	$	11,844


(Dollars in thousands)	Fair Value Measurements Using						Total Fair Value
December 31, 2025	Level 1		Level 2		Level 3
Collateral dependent loans


Commercial	—		—		5,515		5,515
Factored receivables	—		—		2,072		2,072




	$	—	$	—	$	7,587	$	7,587

Collateral Dependent Loans Specific Allocation of ACL: A loan is considered to be a collateral dependent loan when, based on current information and events, the Company expects repayment of the financial assets to be provided substantially through the operation or sale of the collateral and the Company has determined that the borrower is experiencing financial difficulty as of the measurement date. The ACL is measured by estimating the fair value of the loan based on the present value of expected cash flows, the market price of the loan, or the underlying fair value of the loan’s collateral. For real estate loans, fair value of the loan’s collateral is determined by third party appraisals, which are then adjusted for the estimated selling and closing costs related to liquidation of the collateral. For this asset class, the actual valuation methods (income, sales comparable, or cost) vary based on the status of the project or property. For example, land is generally based on the sales comparable method while construction is based on the income and/or sales comparable methods. The unobservable inputs may vary depending on the individual assets with no one of the three methods being the predominant approach. The Company reviews the third party appraisal for appropriateness and adjusts the value downward to consider selling and closing costs, which typically range from 5% to 8% of the appraised value. For non-real estate loans, fair value of the loan’s collateral may be determined using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The estimated fair values of the Company’s financial instruments not measured at fair value on a recurring or non-recurring basis at March 31, 2026 and December 31, 2025 were as follows:


(Dollars in thousands)	Carrying Amount		Fair Value Measurements Using						Total Fair Value
March 31, 2026			Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	581,939	$	581,939	$	—	$	—	$	581,939
Securities - held to maturity	1,031		—		—		1,654		1,654
Loans not previously presented, gross	5,177,295		44,171		—		5,085,962		5,130,133
FHLB and other restricted stock	4,366		N/A		N/A		N/A		N/A
Accrued interest receivable	39,322		39,322		—		—		39,322

Financial liabilities:
Deposits	5,699,939		—		5,697,040		—		5,697,040
Federal Home Loan Bank advances	30,000		—		30,000		—		30,000
Subordinated notes	69,929		—		65,628		—		65,628
Junior subordinated debentures	43,154		—		44,192		—		44,192
Accrued interest payable	11,620		11,620		—		—		11,620


(Dollars in thousands)	Carrying Amount		Fair Value Measurements Using						Total Fair Value
December 31, 2025			Level 1		Level 2		Level 3
Financial assets:
Cash and cash equivalents	$	248,471	$	248,471	$	—	$	—	$	248,471
Securities - held to maturity	1,550		—		—		1,878		1,878
Loans not previously presented, gross	4,983,720		31,254		—		4,903,148		4,934,402
FHLB and other restricted stock	14,253		N/A		N/A		N/A		N/A
Accrued interest receivable	46,254		46,254		—		—		46,254

Financial liabilities:
Deposits	4,950,216		—		4,948,300		—		4,948,300

Federal Home Loan Bank advances	280,000		—		280,000		—		280,000
Subordinated notes	69,879		—		65,581		—		65,581
Junior subordinated debentures	42,991		—		44,021		—		44,021
Accrued interest payable	14,890		14,890		—		—		14,890

NOTE 10 — REGULATORY MATTERS

The Company (on a consolidated basis) and TBK Bank are subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s or TBK Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and TBK Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Company and TBK Bank to maintain minimum amounts and ratios (set forth in the table below) of total, common equity Tier 1, and Tier 1 capital to risk weighted assets, and of Tier 1 capital to average assets. Management believes, as of March 31, 2026 and December 31, 2025, the Company and TBK Bank meet all capital adequacy requirements to which they are subject.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

As of March 31, 2026 and December 31, 2025, TBK Bank’s capital ratios exceeded those levels necessary to be categorized as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as “well capitalized,” TBK Bank must maintain minimum total risk based, common equity Tier 1 risk based, Tier 1 risk based, and Tier 1 leverage ratios as set forth in the table below. There are no conditions or events since March 31, 2026 that management believes have changed TBK Bank’s category.

The actual capital amounts and ratios for the Company and TBK Bank are presented in the following table.


(Dollars in thousands)	Actual			Minimum for Capital Adequacy Purposes			To Be Well Capitalized Under Prompt Corrective Action Provisions
March 31, 2026	Amount		Ratio	Amount		Ratio	Amount		Ratio
Total capital (to risk weighted assets)
Triumph Financial, Inc.	$	720,677	12.6%	$	459,067	8.0%	N/A		N/A
TBK Bank, SSB	$	696,641	12.2%	$	458,014	8.0%	$	572,518	10.0%

Tier 1 capital (to risk weighted assets)
Triumph Financial, Inc.	$	612,732	10.7%	$	344,300	6.0%	N/A		N/A
TBK Bank, SSB	$	660,729	11.5%	$	343,511	6.0%	$	458,014	8.0%

Common equity Tier 1 capital (to risk weighted assets)
Triumph Financial, Inc.	$	524,578	9.1%	$	258,225	4.5%	N/A		N/A
TBK Bank, SSB	$	660,729	11.5%	$	257,633	4.5%	$	372,136	6.5%

Tier 1 capital (to average assets)
Triumph Financial, Inc.	$	612,732	9.9%	$	247,653	4.0%	N/A		N/A
TBK Bank, SSB	$	660,729	10.7%	$	247,487	4.0%	$	309,359	5.0%

December 31, 2025
Total capital (to risk weighted assets)
Triumph Financial, Inc.	$	709,842	12.7%	$	446,691	8.0%	N/A		N/A
TBK Bank, SSB	$	694,230	12.5%	$	445,538	8.0%	$	556,922	10.0%

Tier 1 capital (to risk weighted assets)
Triumph Financial, Inc.	$	599,481	10.7%	$	335,018	6.0%	N/A		N/A
TBK Bank, SSB	$	655,376	11.8%	$	334,153	6.0%	$	445,538	8.0%

Common equity Tier 1 capital (to risk weighted assets)
Triumph Financial, Inc.	$	511,490	9.2%	$	251,263	4.5%	N/A		N/A
TBK Bank, SSB	$	655,376	11.8%	$	250,615	4.5%	$	361,999	6.5%

Tier 1 capital (to average assets)
Triumph Financial, Inc.	$	599,481	9.9%	$	243,240	4.0%	N/A		N/A
TBK Bank, SSB	$	655,376	10.8%	$	243,123	4.0%	$	303,904	5.0%

Dividends paid by TBK Bank are limited to, without prior regulatory approval, current year earnings and earnings less dividends paid during the preceding two years.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The capital conservation buffer set forth by the Basel III regulatory capital framework was 2.5% at March 31, 2026 and December 31, 2025. The capital conservation buffer is designed to absorb losses during periods of economic stress and requires increased capital levels for the purpose of capital distributions and other payments. Failure to meet the full amount of the buffer will result in restrictions on the Company’s ability to make capital distributions, including dividend payments and stock repurchases, and to pay discretionary bonuses to executive officers. At March 31, 2026 and December 31, 2025, the Company’s and TBK Bank’s risk based capital exceeded the required capital conservation buffer.

NOTE 11 — STOCKHOLDERS' EQUITY

The following summarizes the capital structure of Triumph Financial, Inc.

Preferred Stock Series C


(Dollars in thousands, except per share amounts)	March 31, 2026			December 31, 2025
Shares authorized	51,750			51,750
Shares issued	45,000			45,000
Shares outstanding	45,000			45,000
Par value per share	$	0.01		$	0.01
Liquidation preference per share	$	1,000		$	1,000
Liquidation preference amount	$	45,000		$	45,000
Dividend rate	7.125		%	7.125		%
Dividend payment dates	Quarterly			Quarterly

Common Stock


(Dollars in thousands, except per share amounts)	March 31, 2026		December 31, 2025
Shares authorized	50,000,000		50,000,000
Shares issued	29,578,135		29,535,826
Treasury shares	(5,771,882)		(5,770,441)
Shares outstanding	23,806,253		23,765,385
Par value per share	$	0.01	$	0.01

NOTE 12 — STOCK BASED COMPENSATION

Stock based compensation expense that has been charged against income was $3,418,000 and $2,831,000 for the three months ended March 31, 2026 and 2025.

The Company’s 2014 Omnibus Incentive Plan (“Omnibus Incentive Plan”) provides for the grant of nonqualified and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other awards that may be settled in, or based upon the value of, the Company’s common stock. The maximum number of shares of common stock available for issuance under the Omnibus Incentive Plan is 3,650,000 shares.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Restricted Stock Units

A summary of changes in the Company’s nonvested Restricted Stock Units (“RSUs”) under the Omnibus Incentive Plan for the three months ended March 31, 2026 were as follows:


Nonvested RSUs	Shares	Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2026	198,757	$	59.96
Granted	—	—
Vested	(3,750)	125.72
Forfeited	(1,847)	60.83
Nonvested at March 31, 2026	193,160	$	58.67

RSUs granted to employees under the Omnibus Incentive Plan typically vest over two to four years. Compensation expense for the RSUs will be recognized over the vesting period of the awards based on the fair value of the stock at the issue date. As of March 31, 2026, there was $3,710,000 of unrecognized compensation cost related to the nonvested RSUs. The cost is expected to be recognized over a remaining period of 2.43 years.

Market Based Performance Stock Units

A summary of changes in the Company’s nonvested Market Based Performance Stock Units (“Market Based PSUs”) under the Omnibus Incentive Plan for the three months ended March 31, 2026 were as follows:


Nonvested Market Based PSUs	Shares	Weighted-Average Grant-Date Fair Value
Nonvested at January 1, 2026	245,423	$	93.82
Granted	—	—
Performance adjustment	—	—
Vested	—	—
Forfeited	—	—
Nonvested at March 31, 2026	245,423	$	93.82

Market Based PSUs granted to employees under the Omnibus Incentive Plan vest after three years. The number of shares issued upon vesting will range from 0% to 175% of the Market Based PSUs granted based on the Company’s relative total shareholder return (“TSR”) as compared to the TSR of specified groups of peer banks and financial technology companies, and with respect to the Company's awards granted during and after 2023, may include an additional multiplier of up to 200% of the otherwise earned award based on the Company's absolute TSR. Compensation expense for the Market Based PSUs will be recognized over the vesting period of the awards based on the fair value of the award at the grant date. The fair value of Market Based PSUs granted is estimated using a Monte Carlo simulation. Expected volatilities were determined based on the historical volatilities of the Company and the specified peer group. The risk-free interest rate for the performance period was derived from the Treasury constant maturities yield curve on the valuation dates.

As of March 31, 2026, there was $9,924,000 of unrecognized compensation cost related to the nonvested Market Based PSUs. The cost is expected to be recognized over a remaining period of 1.82 years.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Stock Options

A summary of the changes in the Company’s stock options under the Omnibus Incentive Plan for the three months ended March 31, 2026 were as follows:


Stock Options	Shares	Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (In Years)	Aggregate Intrinsic Value (In Thousands)
Outstanding at January 1, 2026	328,197	$	50.73
Granted	—	—
Exercised	(24,076)	15.87
Forfeited	—	—
Expired	—	$	—
Outstanding at March 31, 2026	304,121	$	53.49	6.39	$	3,137

Fully vested shares and shares expected to vest at March 31, 2026	304,121	$	53.49	6.39	$	3,137

Shares exercisable at March 31, 2026	149,900	$	48.77	4.28	$	2,444

Information related to the stock options for the three months ended March 31, 2026 and 2025 was as follows:


	Three Months Ended March 31,
(Dollars in thousands, except per share amounts)	2026		2025
Aggregate intrinsic value of options exercised	$	998	$	14
Cash received from option exercises, net	(211)		25
Tax benefit realized from option exercises	210		3

Stock options awarded to employees under the Omnibus Incentive Plan are generally granted with an exercise price equal to the market price of the Company’s common stock at the date of grant, vest over four years, and have ten year contractual terms. The fair value of stock options granted is estimated at the date of grant using the Black-Scholes option-pricing model. Expected volatilities are determined based on the Company’s historical volatility. The expected term of the options granted is determined based on the SEC simplified method, which calculates the expected term as the mid-point between the weighted average time to vesting and the contractual term. The risk-free interest rate for the expected term of the options is derived from the Treasury constant maturity yield curve on the valuation date.

As of March 31, 2026, there was $1,633,000 of unrecognized compensation cost related to nonvested stock options granted under the Omnibus Incentive Plan. The cost is expected to be recognized over a remaining period of 2.66 years.

Employee Stock Purchase Plan

During the year ended December 31, 2019, the Company’s Board of Directors adopted, and the Company’s stockholders approved, the Company's 2019 Employee Stock Purchase Plan (“ESPP”). Under the ESPP, 2,500,000 shares of common stock were reserved for issuance. The ESPP enables eligible employees to purchase the Company’s common stock at a price per share equal to 85% of the lower of the fair market value of the common stock at the beginning or end of each six month offering period. During the three months ended March 31, 2026 and 2025, 24,926 shares and 20,892 shares, respectively, were issued under the plan.

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CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 13 — EARNINGS PER SHARE

The factors used in the earnings per share computation follow:


	Three Months Ended March 31,
(Dollars in thousands)	2026		2025
Basic
Net income (loss) to common stockholders	$	5,554	$	(784)
Weighted average common shares outstanding	23,787,051		23,362,400
Basic earnings (loss) per common share	$	0.23	$	(0.03)
Diluted
Net income (loss) to common stockholders	$	5,554	$	(784)
Weighted average common shares outstanding	23,787,051		23,362,400
Dilutive effects of:
Assumed exercises of stock options	62,027		—
Restricted stock units	125,664		—
Performance stock units - market based	61,150		—
Employee stock purchase program	263		—
Average shares and dilutive potential common shares	24,036,155		23,362,400
Diluted earnings (loss) per common share	$	0.23	$	(0.03)

Shares that were not considered in computing diluted earnings per common share because they were antidilutive are as follows:


	Three Months Ended March 31,
	2026	2025
Stock options	172,482	253,629
Restricted stock awards	—	48,076
Restricted stock units	—	203,812
Performance stock units - market based	—	82,020
Employee stock purchase program	—	—

NOTE 14 — REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company records revenue from contracts with customers in accordance with Accounting Standards Codification Topic 606, “Revenue from Contracts with Customers” (“Topic 606”). Under Topic 606, the Company must identify the contract with a customer, identify the performance obligations in the contract, determine the transaction price, allocate the transaction price to the performance obligations in the contract, and recognize revenue when (or as) the Company satisfies a performance obligation. The Company generally fully satisfies its performance obligations on its contracts with customers as services are rendered and the transaction prices can be fixed or variable; charged either on a periodic basis or based on activity. Except as disclosed below, the Company presents disaggregated revenue from contracts with customers in the consolidated statements of income.

Banking and Factoring Segments

The Banking segment derives its revenue principally from investments in interest-earning assets as well as noninterest income typical for the banking industry, and the Factoring segment derives the large majority of its revenue from interest income on purchased factored receivables. The majority of such revenue streams fall under Accounting Standards Codification Topic 310, “Receivables” (“Topic 310”) which is outside the scope of Topic 606. There are, however, certain Banking and Factoring activities that generate revenue under Topic 606. Descriptions of the Company's significant Banking and Factoring revenue-generating activities within the scope of Topic 606, which are included in non-interest income in the Company's consolidated statements of income, are as follows:

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

•Service charges on deposits. Service charges on deposits primarily consists of fees from the Company's deposit customers for account maintenance, account analysis, and overdraft services. Account maintenance fees and analysis fees are earned over the course of a month, representing the period over which the Company satisfies the performance obligation. Overdraft fees are recognized at the point in time that the overdraft occurs.

•Card income. Card income primarily consists of interchange fees. Interchange fees from cardholder transactions represent a percentage of the underlying transaction value and are recognized when the transaction processing services are provided to the cardholder.

•Net OREO gains (losses) and valuation adjustments. The Company records a gain or loss from the sale of OREO when control of the property transfers to the buyer, which generally occurs at the time of an executed deed. When the Company finances the sale of OREO to the buyer, the Company assesses whether the buyer is committed to perform their obligations under the contract and whether collectability of the transaction price is probable. Once these criteria are met, the OREO asset is derecognized and the gain or loss on sale is recorded upon the transfer of control of the property to the buyer.

•Fee income. Fee income for the Banking and Factoring segments primarily consists of transaction-based fees, including wire transfer fees, ACH and check fees, early termination fees, and other fees, earned from the Company's banking and factoring customers. Transaction based fees are recognized at the time the transaction is executed as that is the point in time the Company satisfies its performance obligations.

•Insurance commissions. Insurance commissions are earned for brokering insurance policies and providing administrative services to the Company's customers, over-the-road Carriers, over the one year life of the insurance policies. Because the administrative services are integral to the brokerage relationship, the brokering and servicing are considered one performance obligation and no allocation of the commission transaction price is required. The commissions are recognized over the one-year policy term.

Payments Segment

The Payments segment derives a portion of its revenue from interest income on factored receivables and commercial loans related to invoice payments. These factored receivables consist of (i) invoices where we offer a Carrier a QuickPay opportunity to receive payment at a discount in advance of the standard payment term for such invoice in exchange for the assignment of such invoice to us and (ii) factoring transactions where we purchase receivables payable to such freight brokers from their shipper clients. The Payments segment also offers commercial loans that result from our offering certain Brokers an additional liquidity option through the ability to settle their invoices with us on an extended term following our payment to their Carriers. There were no such commercial loans at March 31, 2026 and December 31, 2025. Such revenue falls under Topic 310 and is outside the scope of Topic 606.

The products and services offered through the Company's Payments segment connect Brokers, Shippers, Factors and Carriers through forward-thinking solutions that help each party successfully manage the life cycle of invoice presentment for services provided by Carrier through processing and audit of such invoice to its ultimate payment to the Carrier or the Factor. The Payments segment earns transaction revenue for such services from fees paid by its customers to receive auditing and payment processing of their invoices. Transaction revenue is recorded in Fee Income on the Consolidated Statements of Income and is subject to Topic 606. Transaction fees can be variable in nature. When such fees are variable, they are typically based upon the number of audit and payment transactions executed during a stated period; generally a calendar month. The customer is charged either a set fee per transaction or a set minimum fee for a stated number of transactions with the variable component being a per-invoice amount for transactions exceeding the stated minimum number. When applicable, the stated minimum number of transactions typically resets on a monthly basis. Transaction volume and related variable fees are known and recognized at each reporting period. Transaction fees can also be fixed in nature with such fees reflecting a set annual amount that is recognized ratably over the terms of the related contracts. In both variable and fixed arrangements, customers are typically billed monthly in arrears with payment due on 30 day terms and as such, no revenue is deferred.

Our LoadPay product, a digital bank account developed for Carriers, is housed within our Payments segment. LoadPay provides a user experience and financial products, including small business transactional accounts, tailored to the financial needs of the small trucking companies that are the ultimate payees inside of the payments network. A key feature of the LoadPay product is our ability to rapidly fund invoices approved for payment through the payments network or approved for purchase as part of our factoring operations to the LoadPay account without the need for such payments to be processed through traditional payment rails such as ACH transfers.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

LoadPay transaction revenue is recognized on interchange fees and instant transfer fees. The Carrier’s LoadPay bank account funds are deposited in a TBK noninterest bearing transactional account. The Carrier has the option to spend the funds directly from the transactional account via a TBK debit card which results in interchange fees (consistently recognized in accordance with the Card income discussion under the Banking segment). Additionally, the Carrier has the ability to transfer its LoadPay transactional account funds to another financial institution. In lieu of an ACH transfer for which the funds will take 2-3 days to be made available in the Carrier’s third party account, the Carrier can elect an instant transfer where the funds will be made available immediately for a fee retained by TBK. Instant transfer fees are within the scope of Topic 606. Instant transfer fees are variable in nature. They are based upon the number of instant transfer transactions executed during a given day. The customer is charged a set fee per transaction that scales up based on the size of the transaction. Instant transfer fees are typically collected directly prior to transfer of the funds and as such, no revenue is deferred.

The Payments segment's service comprises a single performance obligation to provide stand-ready access to its payments and audit platforms for its customers which is satisfied over time as services are rendered. Given the nature of its services and related revenue, no significant judgments are made in applying Topic 606 and there are no refund, warranty, or similar obligations.

The Payments segment's contracts with its customers are usually short-term in nature and can generally be terminated by either party without a termination penalty or refund after the notice period has lapsed. Therefore, the contracts are defined at the transaction level and do not extend beyond the service already provided. The contracts generally renew automatically without any significant material rights. Some of the contracts include tiered pricing, which is based primarily on volume. The fee charged per transaction is adjusted up or down based on the volume processed for a specified period. Management has concluded that this volume-based pricing approach does not constitute a future material right since changes in the fee ranges are typically offered to classes of customers with similar volume.

The Payments segment recognizes fees charged to its customers on a gross basis as transaction revenue as it is the principal in respect of completing Payments segment transactions. As a principal to the transaction, the Payments segment controls the services on its platforms. The Payments segment bears primary responsibility for the fulfillment of the services, contracts directly with its customers, controls the product specifications, and defines the value proposal from its services. Further, the Payments segment has full discretion in determining the fee charged to its customers. The Payments segment is also responsible for providing customer support.

Capitalized contract costs consist of (i) deferred sales commissions that are incremental costs of obtaining customer contracts and (ii) deferred set-up costs, primarily direct payroll costs, for implementation services provided to customers prior to the launching of the Company’s products for general availability (go-live) to customers. Deferred sales commissions are amortized ratably over two years, taking into consideration the initial contract term, expected renewal periods, and sales commissions paid on such renewal periods. Deferred set-up costs are amortized ratably over four years which estimates the benefit period of the capitalized costs starting on the go-live date of the service. Deferred sales commissions and deferred set-up costs were included in other assets in the accompanying consolidated balance sheets and were $180,000 and $1,937,000, respectively, at March 31, 2026 and $220,000 and $1,840,000, respectively, at December 31, 2025. The table below shows the amortization of deferred sales commissions and deferred set-up costs, which is included in salaries and employee benefits in the consolidated statements of income:


	Three Months Ended March 31,
(Dollars in thousands)	2026		2025
Amortization of deferred sales commissions	$	114	$	131
Amortization of deferred set up costs	171		108
Total fee income	$	285	$	239

Given the nature of services provided, the Payments segment does not carry any material contract balances.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

The table below shows the Payments segment’s revenue from transaction and network fees from external customers, which are disaggregated by customer category.


	Three Months Ended March 31,
(Dollars in thousands)	2026		2025
Broker fee income	$	7,820	$	5,178
Factor fee income	796		1,233
Other fee income	458		107
Total fee income	$	9,074	$	6,518

Intelligence Segment

The services offered through the Company's Intelligence segment drive efficiency, enhance decision-making, and enable Shippers, Brokers, and Carriers to operate more profitably in a very competitive over-the-road trucking market. With Triumph’s access to data from its Intelligence network and other sources, management believes that Triumph can develop products and services to offer to logistics service providers, allowing them to better plan for peak periods, competitively source freight capacity, and allocate resources efficiently, thus improving their profitability.

The Intelligence segment earns subscription revenue for such services from fees paid by its customers to receive access to the Intelligence platform via a software as a service agreement. Subscription revenue is recorded in Fee Income on the Consolidated Statements of Income and is subject to Topic 606. The customer is charged a monthly fixed subscription fee that is typically billed in arrears with payment due on 30 day terms and as such, no revenue is deferred.

The Intelligence segment's service comprises a single performance obligation to provide stand-ready access to its Intelligence platform for its customers which is satisfied over time as services are rendered. Given the nature of its services and related revenue, no significant judgments are made in applying Topic 606 and there are no refund, warranty, or similar obligations other than standard constrained service level agreements.

The Intelligence segment's contracts with its customers are usually one or two years in nature and can generally be terminated by either party without a termination penalty or refund if either party gives the other party written notice of non-renewal at least 30 days prior to the expiration of the then-current term. Unless notice is given, the contracts generally renew automatically without any significant material rights. Some of the contracts include tiered pricing, where subscription fees will increase based primarily on an increase in customer revenue; however, such tiered pricing is dependent on customer performance and is constrained until known for revenue recognition purposes. Management has concluded that this tiered pricing approach does not constitute a future material right since changes in the fee ranges are typically offered to classes of customers with similar volume.

The Intelligence segment recognizes fees charged to its customers on a gross basis as subscription revenue as it is the principal in respect of completing Intelligence segment transactions. As a principal to the transaction, the Intelligence segment controls the services on its platforms. The Intelligence segment bears primary responsibility for the fulfillment of the services, contracts directly with its customers, controls the product specifications, and defines the value proposal from its services. Further, the Intelligence segment has full discretion in determining the fee charged to its customers. The Intelligence segment is also responsible for providing customer support.

Capitalized contract costs consist of (i) deferred sales commissions that are incremental costs of obtaining customer contracts and (ii) deferred set-up costs, primarily direct payroll costs, for implementation services provided to customers prior to the launching of the Company’s products for general availability (go-live) to customers. Deferred sales commissions are amortized ratably over two years, taking into consideration the initial contract term, expected renewal periods, and sales commissions paid on such renewal periods. Deferred set-up costs are amortized ratably over four years which estimates the benefit period of the capitalized costs starting on the go-live date of the service. Deferred sales commissions and deferred set-up costs were included in other assets in the accompanying consolidated balance sheets and were not significant at March 31, 2026 and December 31, 2025. The amortization of deferred sales commissions and deferred set-up costs is included in salaries and employee benefits in the consolidated statements of income and was not significant for the three months ended March 31, 2026 and 2025.

Given the nature of services provided, the Intelligence segment does not carry any material contract balances.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 15 — LESSOR OPERATING LEASES

On March 20, 2024, the Company purchased a building in Dallas, TX that was intended to be the future headquarters for Triumph Financial. On December 17, 2025, the Company sold the building and will not occupy it in any capacity. During the year ended December 31, 2025, the Company leased space in the building to tenants under operating leases. The table below shows the Company's revenue from these operating leases, which is included in non-interest income in the Company's consolidated statements of income.


	Three Months Ended March 31,
(Dollars in thousands)	2026		2025
Fixed payments	$	—	$	549
Variable payments	—		294
Amortization of intangibles included in lease income	—		(19)
Total lease income	$	—	$	824

NOTE 16 — BUSINESS SEGMENT INFORMATION

The Company's reportable segments are Banking, Factoring, Payments, and Intelligence, which have been determined based upon their business processes and economic characteristics. This determination also gave consideration to the structure and management of various product lines. The Banking segment includes the operations of TBK Bank. The Banking segment derives its revenue principally from investments in interest earning assets as well as noninterest income typical for the banking industry. The Factoring segment derives its revenue from factoring services. The Payments segment includes the presentment, audit, and payment solutions offered to Shipper, Broker, and Factor clients in the trucking industry. The Payments segment derives its revenue from transaction fees and interest income on factored receivables related to invoice payments. These factored receivables consist of both invoices where we offer a Carrier a quickpay opportunity to receive payment at a discount in advance of the standard payment term for such invoice in exchange for the assignment of such invoice to us and from offering Brokers the ability to settle their invoices with us on an extended term following our payment to their Carriers as an additional liquidity option for such Brokers. The Intelligence segment was launched at the beginning of the fourth quarter of 2024 to turn the over-the-road trucking data collected through our services into actionable insights for our customers. This launch coincided with our acquisition of the assets of Isometric Technologies Inc. that provides service and performance scoring and benchmarking capabilities to the over-the-road trucking industry. The operations of this segment were further supplemented with our acquisition of Greenscreens AI. Inc., a pricing solution for the logistics industry that delivers short-term freight market pricing intelligence and business insights, during the quarter ended June 30, 2025. The revenue for Intelligence offerings is derived through access and subscription fees, as well as seat licenses where applicable.

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

Expenses that are directly attributable to the Company's Banking, Factoring, Payments, and Intelligence segments such as, but not limited to, occupancy, salaries and benefits to employees that are fully dedicated to the segment, and certain technology costs that can be attributed to specific users or functional areas within the segment are allocated as such. The Company continues to make considerable investments in shared services that benefit the entire organization and these expenses are allocated to the Corporate and Other category. The Company allocates such expenses to the Corporate and Other category in order for the Company's chief operating decision maker and investors to have clear visibility into the operating performance of each reportable segment.

Intersegment interest expense is allocated to the Factoring and Payments segments based on one-month term SOFR for their funding needs. When the Payments segment is self-funded, with customer deposit funding in excess of its factored receivables, intersegment interest income is allocated based on the Federal Funds effective rate. Management believes that such intersegment interest allocations appropriately reflect the current interest rate environment and the relatively quick turn of the underlying receivables.

Reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities. Changes in management structure or allocation methodologies and procedures may result in future changes to previously reported segment financial data. The accounting policies of the segments are substantially the same as those described in the “Summary of Significant Accounting Policies” in Note 1 of the Company’s 2025 Form 10-K.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Transactions between segments consist primarily of borrowed funds, payment network fees, and servicing fees. Intersegment interest expense is allocated to the Factoring and Payments segments as described above. Payment network fees are paid by the Factoring segment to the Payments segment for use of the payments network. Servicing fees are paid by the Payments segment to the Factoring segment for servicing factoring transactions with freight broker clients transferred from the Factoring segment to the Payments segment to align with the supply chain finance product offerings for this business. Servicing fees are paid by the Payments segment to the Factoring segment for servicing such product. The Factoring and Payments segments pay fees to our Banking segment for the Banking segment's execution of various banking services that benefit those segments. Credit loss expense is allocated based on the segment’s ACL determination. Noninterest income and expense directly attributable to a segment are assigned to the related segment. Various shared service costs such as human resources, accounting, finance, risk management and information technology expense are assigned to the Corporate and Other category if they are not directly attributable to a segment. Other segment expense consists of various loan and card related expenses and other insignificant miscellaneous costs not specifically reviewed by the Company's chief operating decision maker. Taxes are paid on a consolidated basis and are not allocated for segment purposes.

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Dollars in thousands)									Total		Corporate
Three Months Ended March 31, 2026	Banking		Factoring		Payments		Intelligence		Segments		and Other(1)		Consolidated
Total interest income	$	56,611	$	38,944	$	7,166	$	—	$	102,721	$	34	$	102,755
Intersegment interest allocations	5,731		(8,219)		2,488		—		—		—		—
Total interest expense	15,039		6		—		—		15,045		1,616		16,661
Net interest income (expense)	47,303		30,719		9,654		—		87,676		(1,582)		86,094
Credit loss expense (benefit)	(2,338)		1,057		197		—		(1,084)		477		(607)
Net interest income after credit loss expense	49,641		29,662		9,457		—		88,760		(2,059)		86,701
Noninterest income	6,158		1,918		9,163		2,397		19,636		71		19,707
Noninterest expense:
Salaries and employee benefits	14,974		11,841		8,774		3,217		38,806		19,362		58,168
Depreciation	1,577		288		176		16		2,057		826		2,883
Other occupancy, furniture and equipment	2,016		496		141		27		2,680		938		3,618
FDIC insurance and other regulatory assessments	1,058		—		—		—		1,058		—		1,058
Professional fees	2,324		277		234		129		2,964		1,799		4,763
Amortization of intangible assets	269		137		817		1,283		2,506		10		2,516
Advertising and promotion	354		261		196		94		905		307		1,212
Communications and technology	5,097		2,320		2,836		359		10,612		2,507		13,119
Software amortization	—		1,070		1,821		58		2,949		351		3,300
Travel and entertainment	229		230		293		146		898		622		1,520
Other	3,444		670		816		71		5,001		1,103		6,104
Total noninterest expense	31,342		17,590		16,104		5,400		70,436		27,825		98,261
Net intersegment noninterest income (expense)(2)	125		515		(640)		—		—		—		—
Net income (loss) before income tax expense	$	24,582	$	14,505	$	1,876	$	(3,003)	$	37,960	$	(29,813)	$	8,147

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Dollars in thousands)									Total		Corporate
Three Months Ended March 31, 2025	Banking		Factoring		Payments		Intelligence		Segments		and Other(1)		Consolidated
Total interest income	$	63,493	$	33,331	$	5,363	$	—	$	102,187	$	83	$	102,270
Intersegment interest allocations	4,735		(7,653)		2,918		—		—		—		—
Total interest expense	16,211		—		—		—		16,211		1,676		17,887
Net interest income (expense)	52,017		25,678		8,281		—		85,976		(1,593)		84,383
Credit loss expense (benefit)	507		560		118		—		1,185		145		1,330
Net interest income after credit loss expense	51,510		25,118		8,163		—		84,791		(1,738)		83,053
Noninterest income	7,003		1,719		6,531		395		15,648		1,542		17,190
Noninterest expense:
Salaries and employee benefits	16,317		13,222		9,613		1,484		40,636		18,082		58,718
Depreciation	1,630		503		230		7		2,370		1,574		3,944
Other occupancy, furniture and equipment	2,102		537		168		7		2,814		1,684		4,498
FDIC insurance and other regulatory assessments	727		—		—		—		727		—		727
Professional fees	1,065		1,852		206		951		4,074		1,990		6,064
Amortization of intangible assets	385		193		1,551		116		2,245		155		2,400
Advertising and promotion	511		254		381		30		1,176		288		1,464
Communications and technology	5,015		2,274		2,469		227		9,985		2,259		12,244
Software amortization	56		594		1,196		2		1,848		144		1,992
Travel and entertainment	238		183		377		118		916		576		1,492
Other	3,025		741		922		66		4,754		1,876		6,630
Total noninterest expense	31,071		20,353		17,113		3,008		71,545		28,628		100,173
Net intersegment noninterest income (expense)(2)	137		435		(572)		—		—		—		—
Net income (loss) before income tax expense	$	27,579	$	6,919	$	(2,991)	$	(2,613)	$	28,894	$	(28,824)	$	70

(1) Includes revenue and expense from the Company’s holding company, which does not meet the definition of an operating segment. Also includes corporate shared service costs such as the majority of salaries and benefits expense for the Company's executive leadership team, as well as other selling, general, and administrative shared services costs including human resources, accounting, finance, risk management and a significant amount of information technology expense.

(2) Net intersegment noninterest income (expense) includes:


(Dollars in thousands)	Banking		Factoring		Payments
Three Months Ended March 31, 2026
Factoring revenue received from Payments	$	—	$	911	$	(911)
Payments revenue received from Factoring	—		(287)		287
Banking revenue received from Payments and Factoring	125		(109)		(16)
Net intersegment noninterest income (expense)	$	125	$	515	$	(640)

Three Months Ended March 31, 2025
Factoring revenue received from Payments	$	—	$	911	$	(911)
Payments revenue received from Factoring	—		(372)		372
Banking revenue received from Payments and Factoring	137		(104)		(33)
Net intersegment noninterest income (expense)	$	137	$	435	$	(572)

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TRIUMPH FINANCIAL, INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)


(Dollars in thousands)									Total		Corporate
March 31, 2026	Banking		Factoring		Payments		Intelligence		Segments		and Other		Eliminations		Consolidated
Total assets	$	4,721,989	$	1,484,704	$	794,090	$	120,911	$	7,121,694	$	1,098,990	$	(1,343,969)	$	6,876,715
Gross loans	$	3,467,421	$	1,408,868	$	312,850	$	—	$	5,189,139	$	—	$	—	$	5,189,139


(Dollars in thousands)									Total		Corporate
December 31, 2025	Banking		Factoring		Payments		Intelligence		Segments		and Other		Eliminations		Consolidated
Total assets	$	4,480,124	$	1,335,150	$	774,979	$	120,410	$	6,710,663	$	1,088,885	$	(1,418,960)	$	6,380,588
Gross loans	$	3,525,447	$	1,223,740	$	242,120	$	—	$	4,991,307	$	—	$	—	$	4,991,307

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ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section presents management’s perspective on our financial condition and results of operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Company’s interim consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q and with the consolidated financial statements and accompanying notes and other detailed information appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. See the “Forward-Looking Statements” section of this discussion for further information on forward-looking statements.

Overview

We are a financial holding company headquartered in Dallas, Texas and registered under the Bank Holding Company Act, that offers a diversified line of banking, factoring, payments, and intelligence services. Our principal subsidiary is TBK Bank, SSB, a Texas state savings bank and the entity through which we offer substantially all of our products and services. Effective January, 1, 2025, we merged Triumph Financial Services LLC, the entity through which we previously conducted all of our factoring operations, with and into TBK Bank, SSB. As of March 31, 2026, we had consolidated total assets of $6.877 billion, total loans held for investment of $5.189 billion, total deposits of $5.700 billion and total stockholders’ equity of $950.7 million.

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

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

Our payments business is a payments network for the over-the-road trucking industry. This platform was originally designed to manage Carrier payments for third party logistics companies, or 3PLs ("Brokers") and the manufacturers and other businesses that contract directly for the shipment of goods (“Shippers”), with a focus on increasing on-balance sheet factored receivable transactions through the offering of quick pay transactions for Carriers receiving such payments through the network. During 2021, we acquired HubTran, Inc., a software platform that offers workflow solutions for the processing and approval of Carrier Invoices for approval by Brokers or purchase by the factoring businesses providing working capital to Carriers ("Factors"). Following such acquisition, our strategy shifted from a capital-intensive on-balance sheet product with a greater focus on interest income to a network for the trucking industry with an additional focus on fee revenue. Our network connects Brokers, Shippers, Factors and Carriers through forward-thinking solutions that help each party successfully manage the life cycle of invoice presentment for services provided by Carrier through the processing and audit of such invoice to its ultimate payment to the Carrier or the Factor providing working capital to such Carrier.

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As part of our payments business, we also offer our LoadPay product; a digital bank account developed for Carriers. LoadPay provides a user experience and financial products, including small business transactional accounts, tailored to the financial needs of the small trucking companies that are the ultimate payees inside of the network. A key feature of the LoadPay product is our ability to rapidly fund invoices approved for payment through the network or approved for purchase as part of our factoring operations to the LoadPay account without the need for such payments to be processed through traditional payment rails such as ACH transfers. We also offer supply chain finance to Brokers, allowing them to pay their Carriers faster and drive Carrier loyalty. In addition, through the network, we provide tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. Our payments business also operates in a highly specialized niche with unique processes and key performance indicators.

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

At March 31, 2026, our business is primarily focused on providing financial services to participants in the for-hire trucking ecosystem in the United States, including Brokers, Shippers, Factors and Carriers. Within such ecosystem, we operate our payments platform, which connects such parties to streamline and optimize the presentment, audit and payment of transportation invoices. We also act as capital provider to the Carrier industry through our factoring business. We have begun to offer data services through our Intelligence offerings. Our traditional banking operations provide stable, low cost deposits to support our operations, a diversified lending portfolio to add stability to our balance sheet, and a suite of traditional banking products and services to participants in the for-hire trucking ecosystem to deepen our relationship with such clients.

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

First Quarter 2026 Overview

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

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

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

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

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

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

Items of Note

Triumph Financial Headquarters Update

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

Restructuring Activities

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

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

USPS Settlement

•$11.5 million to the aforementioned large carrier,

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

•$1.1 million of interest and fees,

•$7.9 million of legal expense recovery

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

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

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

Greenscreens.ai

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

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

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Transportation Update

Our business is primarily focused on providing financial services to participants in the for-hire trucking ecosystem in the United States, including Brokers, Shippers, Factors and Carriers. Because of this, we consider transportation revenue growth to be a key performance indicator for the Company. We generally measure transportation revenue growth on a linked quarter and a year-over-year timeframe. The table below illustrates such growth and further details around the calculation of revenue at each segment can be found in the tables within the Operating Segment Results section of Management's Discussion and Analysis of Financial Condition and Results of Operations.


	Three Months Ended						Linked Quarter				Year over Year
(Dollars in thousands)	March 31, 2026		December 31, 2025		March 31, 2025		$ Change		% Change		$ Change		% Change
Transportation Revenue
Factoring revenue	$	41,773	$	41,934	$	35,961	$	(161)	(0.4)	%	$	5,812	16.2	%
Intersegment noninterest income	(911)		(911)		(911)		—		—	%	—		—	%
Factoring revenue excluding intersegment noninterest income	$	40,862	$	41,023	$	35,050	$	(161)	(0.4)	%	$	5,812	16.6	%

Payments revenue	$	19,104	$	18,628	$	15,184	$	476	2.6	%	$	3,920	25.8	%
Intersegment noninterest income	(287)		(290)		(372)		3		(1.0)	%	85		(22.8)	%
Payments revenue excluding intersegment noninterest income	$	18,817	$	18,338	$	14,812	$	479	2.6	%	$	4,005	27.0	%

Intelligence revenue	$	2,397	$	2,347	$	395	$	50	2.1	%	$	2,002	506.8	%

Transportation revenue	$	62,076	$	61,708	$	50,257	$	368	0.6	%	$	11,819	23.5	%

Our transportation revenues, particularly in our factoring and payments segments, are highly correlated to fluctuations in the freight markets, particularly in brokered freight, which is priced largely off the spot market (a reflection of real-time balance of carrier supply and shipper demand in the market) and subject to variability in diesel prices. The softness in freight since 2023 was a combination of falling volumes and excess capacity. Throughout those years, average rates per mile have decreased and returned spot rates to levels last seen in 2019. For the spot rate market, the drop was a little higher than the drop in diesel prices over the same period. Spot rates had fallen below the cost per mile to operate for many carriers. As a result, we observed a number of small and medium-sized trucking companies either leave the market by signing on with larger carriers or electing to sell their fleets or companies and move on to other endeavors, though the pace of these exits has slowed recently. The confluence of these circumstances resulted in persistently low invoice prices and decreased prices of new and used equipment in recent years. Beginning in the fourth quarter of 2025 and continuing through the first quarter of 2026, capacity dynamics have begun to shift as increased CDL enforcement for non-domiciled drivers and heightened focus on English proficiency requirements reduced the effective supply of available drivers. This tightening in capacity began to rebalance the freight market, contributing to improved freight availability and rising spot rates. Over the same period, diesel prices also increased, driven primarily by higher crude oil prices and refinery constraints resulting in spot rates and fuel level reaching highs not seen in several years and driving improved revenue performance in our factoring segment.

Over the past several quarters, prices of new and used equipment have remained steady which, over time, has improved the position of our current equipment finance borrowers, resulting in decreased equipment finance delinquencies and loan modifications. Equipment finance losses have been manageable to date.

Payments segment revenue growth generally has three drivers: winning new relationships, deepening existing relationships, and value-based pricing. Value-based pricing was the largest growth driver in payments revenue during the first quarter of 2026, but we also brought on and ramped up several new relationships while deepening relationships with others through our cross-selling efforts. Further, as fees are generally charged on a per invoice processed basis, an increase in payment invoices processed also drove an increase in Payments segment revenue.

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Financial Highlights


	Three Months Ended March 31,
(Dollars in thousands, except per share amounts)	2026			2025
Income Statement Data:
Interest income	$	102,755		$	102,270
Interest expense	16,661			17,887
Net interest income	86,094			84,383
Credit loss expense (benefit)	(607)			1,330
Net interest income after credit loss expense (benefit)	86,701			83,053


Noninterest income	19,707			17,190
Noninterest expense	98,261			100,173
Net income (loss) before income taxes	8,147			70
Income tax expense (benefit)	1,792			53
Net income (loss)	$	6,355		$	17
Dividends on preferred stock	(801)			(801)
Net income available (loss) to common stockholders	$	5,554		$	(784)

Per Share Data:
Basic earnings (loss) per common share	$	0.23		$	(0.03)
Diluted earnings (loss) per common share	$	0.23		$	(0.03)
Weighted average shares outstanding - basic	23,787,051			23,362,400
Weighted average shares outstanding - diluted	24,036,155			23,362,400





Performance ratios - Annualized:
Return on average assets	0.39		%	—		%
Return on average total equity	2.71		%	0.01		%
Return on average common equity	2.48		%	(0.37)		%
Return on average tangible common equity (1)	4.46		%	(0.53)		%
Yield on loans	7.72		%	8.37		%
Cost of interest bearing deposits	2.07		%	2.14		%
Cost of total deposits	1.07		%	1.23		%
Cost of total funds	1.22		%	1.45		%
Net interest margin	6.06		%	6.49		%
Net noninterest expense to average assets	4.85		%	5.61		%

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(Dollars in thousands, except per share amounts)	March 31, 2026			December 31, 2025
Balance Sheet Data:
Total assets	$	6,876,715		$	6,380,588
Cash and cash equivalents	581,939			248,471
Investment securities	345,152			370,415
Loans held for investment, net	5,154,982			4,954,796
Total liabilities	5,926,000			5,438,817
Noninterest bearing deposits	3,042,210			1,901,638
Interest bearing deposits	2,657,729			3,048,578
FHLB advances	30,000			280,000
Subordinated notes	69,929			69,879
Junior subordinated debentures	43,154			42,991
Total stockholders’ equity	950,715			941,771
Preferred stockholders' equity	45,000			45,000
Common stockholders' equity	905,715			896,771

Per Share Data:
Book value per share	$	38.05		$	37.73
Tangible book value per share (1)	$	21.21		$	20.77
Shares outstanding end of period	23,806,253			23,765,385

Asset Quality ratios(2):
Past due to total loans	2.35		%	2.72		%
Nonperforming loans to total loans	1.77		%	1.15		%
Nonperforming assets to total assets	1.53		%	1.10		%
ACL to nonperforming loans	37.15		%	63.44		%
ACL to total loans	0.66		%	0.73		%
Net charge-offs to average loans(3)	0.04		%	0.38		%

Capital ratios:
Tier 1 capital to average assets	9.90		%	9.86		%
Tier 1 capital to risk-weighted assets	10.68		%	10.74		%
Common equity Tier 1 capital to risk-weighted assets	9.14		%	9.16		%
Total capital to risk-weighted assets	12.56		%	12.71		%
Total stockholders' equity to total assets	13.83		%	14.76		%
Tangible common stockholders' equity ratio (1)	7.80		%	8.26		%

(1)The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. The non-GAAP measures used by the Company include the following:

•"Tangible common stockholders' equity" is defined as common stockholders' equity less goodwill and other intangible assets.

•“Total tangible assets” is defined as total assets less goodwill and other intangible assets.

•“Tangible book value per share” is defined as tangible common stockholders’ equity divided by total common shares outstanding. This measure is important to investors interested in changes from period-to-period in book value per share exclusive of changes in intangible assets.

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•“Tangible common stockholders’ equity ratio” is defined as the ratio of tangible common stockholders’ equity divided by total tangible assets. We believe that this measure is important to many investors in the marketplace who are interested in relative changes from period-to period in common equity and total assets, each exclusive of changes in intangible assets.

•“Return on average tangible common equity” is defined as net income available to common stockholders divided by average tangible common stockholders’ equity.

(2)Asset quality ratios exclude loans held for sale, except for non-performing assets to total assets.

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

GAAP Reconciliation of Non-GAAP Financial Measures

We believe the non-GAAP financial measures included above provide useful information to management and investors that is supplementary to our financial condition, results of operations and cash flows computed in accordance with GAAP; however, we acknowledge that our non-GAAP financial measures have a number of limitations. The following reconciliation table provides a more detailed analysis of the non-GAAP financial measures:


	Three Months Ended March 31,
(Dollars in thousands, except per share amounts)	2026			2025








Average total stockholders' equity	$	952,477		$	902,260
Average preferred stock liquidation preference	(45,000)			(45,000)
Average total common stockholders' equity	907,477			857,260
Average goodwill and other intangibles	(402,158)			(257,399)
Average tangible common equity	$	505,319		$	599,861

Net income available to common stockholders	$	5,554		$	(784)
Average tangible common equity	505,319			599,861
Return on average tangible common equity	4.46		%	(0.53)		%












Net noninterest expense to average assets ratio:
Total noninterest expense	$	98,261		$	100,173
Total noninterest income	19,707			17,190
Net noninterest expenses	$	78,554		$	82,983
Average total assets	$	6,573,075		$	5,994,040
Net noninterest expense to average assets ratio	4.85		%	5.61		%


(Dollars in thousands, except per share amounts)	March 31, 2026			December 31, 2025
Total stockholders' equity	$	950,715		$	941,771
Preferred stock liquidation preference	(45,000)			(45,000)
Total common stockholders' equity	905,715			896,771
Goodwill and other intangibles	(400,668)			(403,184)
Tangible common stockholders' equity	$	505,047		$	493,587
Common shares outstanding	23,806,253			23,765,385
Tangible book value per share	$	21.21		$	20.77

Total assets at end of period	$	6,876,715		$	6,380,588
Goodwill and other intangibles	(400,668)			(403,184)
Tangible assets at period end	$	6,476,047		$	5,977,404
Tangible common stockholders' equity ratio	7.80		%	8.26		%

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Results of Operations

Three months ended March 31, 2026 compared with three months ended March 31, 2025.

Net Income

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


	Three Months Ended March 31, 2026
(Dollars in thousands, except per share amounts)	2026		2025		$ Change		% Change
Interest income	$	102,755	$	102,270	$	485	0.5	%
Interest expense	16,661		17,887		(1,226)		(6.9)	%
Net interest income	86,094		84,383		1,711		2.0	%
Credit loss expense (benefit)	(607)		1,330		(1,937)		(145.6)	%
Net interest income after credit loss expense (benefit)	86,701		83,053		3,648		4.4	%
Noninterest income	19,707		17,190		2,517		14.6	%
Noninterest expense	98,261		100,173		(1,912)		(1.9)	%
Net income (loss) before income taxes	8,147		70		8,077		n/m
Income tax expense (benefit)	1,792		53		1,739		n/m
Net income (loss)	$	6,355	$	17	$	6,338	n/m

Details of the changes in the various components of net income are further discussed below.

Net Interest Income

Our operating results heavily depend on our net interest income, which is the difference between interest income on interest earning assets, including loans and securities, and interest expense incurred on interest bearing liabilities, including deposits and other borrowed funds. Interest rate fluctuations, as well as changes in the amount and type of interest earning assets and interest bearing liabilities, combine to affect net interest income. Our net interest income is affected by changes in the amount and mix of interest earning assets and interest bearing liabilities, referred to as a “volume change.” It is also affected by changes in yields earned on interest earning assets and rates paid on interest bearing liabilities, referred to as a “rate change.”

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The following table presents the distribution of average assets, liabilities and equity, as well as interest income and fees earned on average interest earning assets and interest expense paid on average interest bearing liabilities. Average balances and interest are inclusive of assets and deposits classified as held for sale.


	Three Months Ended March 31,
	2026				2025
(Dollars in thousands)	Average Balance	Interest	Average Rate(4)		Average Balance	Interest	Average Rate(4)
Interest earning assets:
Cash and cash equivalents	469,986	4,266	3.68	%	402,655	4,443	4.48	%
Taxable securities	358,048	4,525	5.13	%	379,049	5,292	5.66	%
Tax-exempt securities	2,277	15	2.67	%	2,548	16	2.55	%
FHLB and other restricted stock	13,263	272	8.32	%	13,958	249	7.23	%
Loans (1)	4,918,116	93,677	7.72	%	4,471,710	92,270	8.37	%
Total interest earning assets	5,761,690	102,755	7.23	%	5,269,920	102,270	7.87	%
Noninterest earning assets:
Cash and cash equivalents	67,547				70,183
Other noninterest earning assets	743,838				653,937
Total assets	6,573,075				5,994,040
Interest bearing liabilities:
Deposits:
Interest bearing demand	682,468	745	0.44	%	733,151	856	0.47	%
Individual retirement accounts	36,590	108	1.20	%	43,112	134	1.26	%
Money market	608,415	3,787	2.52	%	611,244	3,880	2.57	%
Savings	535,308	1,524	1.15	%	518,690	1,367	1.07	%
Certificates of deposit	224,469	1,422	2.57	%	231,662	1,520	2.66	%
Brokered time deposits	562,295	5,505	3.97	%	569,200	6,419	4.57	%
Other brokered deposits	105,565	961	3.69	%	19,899	221	4.50	%
Total interest bearing deposits	2,755,110	14,052	2.07	%	2,726,958	14,397	2.14	%
Federal Home Loan Bank advances	106,667	993	3.78	%	164,167	1,814	4.48	%
Subordinated notes	69,903	662	3.84	%	69,693	682	3.97	%
Junior subordinated debentures	43,057	954	8.99	%	42,431	994	9.50	%

Total interest bearing liabilities	2,974,737	16,661	2.27	%	3,003,249	17,887	2.42	%
Noninterest bearing liabilities and equity:
Noninterest bearing demand deposits	2,558,992				2,005,305
Other liabilities	86,869				83,226
Total equity	952,477				902,260
Total liabilities and equity	6,573,075				5,994,040
Net interest income		86,094				84,383
Interest spread (2)			4.96	%			5.45	%
Net interest margin (3)			6.06	%			6.49	%

(1)Balance totals include respective nonaccrual assets.

(2)Net interest spread is the yield on average interest earning assets less the rate on interest bearing liabilities.

(3)Net interest margin is the ratio of net interest income to average interest earning assets.

(4)Ratios have been annualized.

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The following table presents loan yields earned on our loan portfolios:


	Three Months Ended March 31,
	2026						2025
(Dollars in thousands)	Average Balance		Interest		Average Rate		Average Balance		Interest		Average Rate
Banking	$	3,389,580	$	47,567	5.69	%	$	3,237,692	$	53,576	6.71	%
Factoring	1,269,715		38,944		12.44	%	1,060,482		33,331		12.75	%
Payments	258,821		7,166		11.23	%	173,536		5,363		12.53	%
Total loans	$	4,918,116	$	93,677	7.72	%	$	4,471,710	$	92,270	8.37	%

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

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

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

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

The decrease in our net interest margin was most impacted by a decrease in our yield on interest earning assets of 64 basis points to 7.23% for the three months ended March 31, 2026. This decrease was primarily driven by lower yields on loans which decreased 65 basis points to 7.72% for the period. Yield on our Banking loans decreased 102 basis points period over period driving much of the decrease in the yield on our overall loan portfolio. Our yield on Factoring and Payments factored receivables also decreased period over period. That said, our higher yielding Factoring factored receivables as a percentage of the total loan portfolio increased period over period which had an upward impact on our overall loan yield. Non-loan yields were mostly lower period over period.

The decrease in our net interest margin was partially offset by a decrease in our average cost of interest bearing liabilities of 15 basis points. This decrease in average cost was caused by decreased rates across the majority of our interest bearing liabilities period over period.

Our mortgage warehouse business has nearly self-funded for several quarters due to the servicing deposits of its customers. The average balance of such deposits was $1.135 billion and $646.1 million for the three months ended March 31, 2026 and 2025, respectively. These deposits are noninterest bearing deposits on our balance sheet. Despite their classification, many of these deposits are not truly free of cost as our clients are compensated for these balances in the form of an earnings interest rebate rather than deposit interest. As a result, such noninterest bearing deposits decrease our loan yield rather than increase our deposit rates. It is important to note that our net interest margin is not affected by this arrangement. During the three months ended March 31, 2026, these deposits decreased our overall yield on loans by 74 bps and our overall cost of deposits and cost of funds would have been 68 bps and 65 bps higher, respectively. During the three months ended March 31, 2025, these deposits decreased our overall yield on loans by 52 bps and our overall cost of deposits and cost of funds would have been 49 bps and 46 bps higher, respectively.

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The following table shows the effects that changes in average balances (volume) and average interest rates (rate) had on the interest earned on our interest earning assets and the interest incurred on our interest bearing:


	Three Months Ended
	March 31, 2026 vs. 2025
	Increase (Decrease) Due to:
(Dollars in thousands)	Rate		Volume		Net Increase
Interest earning assets:
Cash and cash equivalents	$	(788)	$	611	$	(177)
Taxable securities	(502)		(265)		(767)
Tax-exempt securities	1		(2)		(1)
FHLB and other restricted stock	37		(14)		23
Loans	(7,096)		8,503		1,407
Total interest income	(8,348)		8,833		485
Interest bearing liabilities:
Interest bearing demand	(56)		(55)		(111)
Individual retirement accounts	(7)		(19)		(26)
Money market	(75)		(18)		(93)
Savings	110		47		157
Certificates of deposit	(52)		(46)		(98)
Brokered time deposits	(846)		(68)		(914)
Other brokered deposits	(40)		780		740
Total interest bearing deposits	(966)		621		(345)
Federal Home Loan Bank advances	(286)		(535)		(821)
Subordinated notes	(22)		2		(20)
Junior subordinated debentures	(54)		14		(40)
Other borrowings	—		—		—
Total interest expense	(1,328)		102		(1,226)
Change in net interest income	$	(7,020)	$	8,731	$	1,711

Credit Loss Expense

Credit loss expense is the amount of expense that, based on our judgment, is required to maintain the allowances for credit losses (“ACL”) at an appropriate level under the current expected credit loss model. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity. Refer to Note 1 of the Company’s 2025 Form 10-K for detailed discussion regarding ACL methodologies for available for sale debt securities, held to maturity securities and loans held for investment.

The following table presents the major categories of credit loss expense:


	Three Months Ended March 31,
(Dollars in thousands)	2026		2025		$ Change		% Change
Credit loss expense (benefit) on loans	$	(497)	$	1,314	$	(1,811)	(137.8)	%
Credit loss expense (benefit) on off balance sheet credit exposures	(586)		(129)		(457)		(354.3)	%
Credit loss expense (benefit) on held to maturity securities	476		145		331		228.3	%
Credit loss expense on available for sale securities	—		—		—		—
Total credit loss expense (benefit)	$	(607)	$	1,330	$	(1,937)	(145.6)	%

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For available for sale debt securities in an unrealized loss position, the Company evaluates the securities at each measurement date to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an ACL on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings via credit loss expense. At March 31, 2026 and December 31, 2025, the Company determined that all impaired available for sale securities experienced a decline in fair value below the amortized cost basis due to noncredit-related factors. Therefore, the Company carried no ACL at those respective dates and there was no credit loss expense recognized by the Company during the three months ended March 31, 2026. The same was true for the same period in the prior year.

The ACL on held to maturity ("HTM") securities is estimated at each measurement date on a collective basis by major security type. At March 31, 2026 and December 31, 2025, the Company’s held to maturity ("HTM") securities consisted of investments in the subordinated notes of collateralized loan obligation (“CLO”) funds. Expected credit losses for these securities are estimated using a discounted cash flow methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. At March 31, 2026 and December 31, 2025, the Company carried $3.1 million and $3.2 million, respectively, of these HTM securities at amortized cost. The required ACL on these balances was $2.1 million at March 31, 2026 and $1.6 million at December 31, 2025. We recognized $0.5 million of credit loss expense during the current quarter. Credit loss expense during the three months ended March 31, 2025 was $0.1 million. None of the overcollateralization triggers tied to the CLO securities were tripped as of March 31, 2026. Ultimately, the realized cash flows on CLO securities such as these will be driven by a variety of factors, including credit performance of the underlying loan portfolio, adjustments to the portfolio by the asset manager, and the timing of a potential call.

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

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

The decrease in credit loss expense was primarily driven by net charge-off activity. During the three months ended March 31, 2026, we had net charge-offs of $1.9 million compared to net charge-offs of $5.8 million during the same period a year ago. Changes to projected loss drivers and prepayment speeds that the Company forecasted over the reasonable and supportable forecast periods to calculate expected losses resulted in a benefit to credit loss expense of $1.7 million during the three months ended March 31, 2026 compared to $0.5 million of credit loss expense during the same period a year ago. Further, changes in volume and mix of the loan portfolio resulted in credit loss expense of $0.1 million during the three months ended March 31, 2026 compared to $0.6 million of credit loss expense during the same period a year ago.

The decrease in credit loss expense was partially offset by changes in required specific reserves. Such specific reserves decreased $0.8 million during the three months ended March 31, 2026 compared to a decrease of $5.6 million during the same period a year ago.

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

Noninterest Income

The following table presents our major categories of noninterest income:


	Three Months Ended March 31,
(Dollars in thousands)	2026		2025		$ Change		% Change
Service charges on deposits	$	1,212	$	1,596	$	(384)	(24.1)	%
Card income	1,960		1,797		163		9.1	%

Net gains (losses) on sale of loans	87		134		(47)		(35.1)	%
Net gains (losses) on disposal of premises and equipment	606		846		(240)		(28.4)	%
Fee income	13,735		9,114		4,621		50.7	%
Insurance commissions	1,111		1,250		(139)		(11.1)	%
Other	996		2,453		(1,457)		(59.4)	%
Total noninterest income	$	19,707	$	17,190	$	2,517	14.6	%

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

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

•Other. Other noninterest income decreased $1.5 million due to a $0.8 million decrease in rental income generated by the property purchased by the Company in March of 2024 and subsequently sold in December of 2025 as well as a $0.5 million decrease in noninterest income on loans. There were no other significant changes within the components of other noninterest income.

Noninterest Expense

The following table presents our major categories of noninterest expense:


	Three Months Ended March 31,
(Dollars in thousands)	2026		2025		$ Change		% Change
Salaries and employee benefits	$	58,168	$	58,718	$	(550)	(0.9)	%
Occupancy, furniture and equipment	6,501		8,442		(1,941)		(23.0)	%
FDIC insurance and other regulatory assessments	1,058		727		331		45.5	%
Professional fees	4,763		6,064		(1,301)		(21.5)	%
Amortization of intangible assets	2,516		2,400		116		4.8	%
Advertising and promotion	1,212		1,464		(252)		(17.2)	%
Communications and technology	13,119		12,244		875		7.1	%
Software amortization	3,300		1,992		1,308		65.7	%
Travel and entertainment	1,520		1,492		28		1.9	%
Other	6,104		6,630		(526)		(7.9)	%
Total noninterest expense	$	98,261	$	100,173	$	(1,912)	(1.9)	%

Noninterest expense decreased $1.9 million, or 1.9%. Details of the more significant changes in the various components of noninterest expense are further discussed below.

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

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

•Professional Fees. Professional fees decreased $1.3 million, or 21.5%, primarily due to $1.0 million of transaction costs associated with the Greenscreens acquisition recorded during the three months ended March 31, 2025.

•Communication and Technology. Communication and technology increased $0.9 million, or 7.1%, primarily as a result of increases in license and software maintenance costs period over period.

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

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

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Income Taxes

The amount of income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income and the effect of changes in valuation allowances maintained against deferred tax benefits.

Income tax expense increased $1.7 million, from $0.1 million for the three months ended March 31, 2025 to $1.8 million for the three months ended March 31, 2026. The effective tax rate was 22% for the three months ended March 31, 2026, compared to 76% for the three months ended March 31, 2025. The effective tax rate for the three months ended March 31, 2025 was impacted by the relatively small numbers used to calculate such rate.

Operating Segment Results

Our reportable segments are Banking, Factoring, Payments, and Intelligence, which have been determined based upon their business processes and economic characteristics. This determination also gave consideration to the structure and management of various product lines. The Banking segment includes the operations of TBK Bank. Our Banking segment derives its revenue principally from investments in interest earning assets as well as noninterest income typical for the banking industry. The Factoring segment derives its revenue from factoring services. The Payments segment includes the operations of TBK Bank's presentment, audit, and payment solution to Shipper, Broker, and Factor clients in the trucking industry. The Payments segment derives its revenue from transaction fees and interest income on factored receivables related to invoice payments. These factored receivables consist of both invoices where we offer a Carrier a quickpay opportunity to receive payment at a discount in advance of the standard payment term for such invoice in exchange for the assignment of such invoice to us and from offering Brokers the ability to settle their invoices with us on an extended term following our payment to their Carriers as an additional liquidity option for such Brokers. Our data intelligence segment was launched at the beginning of the fourth quarter of 2024 to turn the over-the-road trucking data collected through our services into actionable insights for our customers. This launch coincided with our acquisition of the assets Isometric Technologies Inc. that provides service and performance scoring and benchmarking capabilities to the over-the-road trucking industry. The operations of this segment were further supplemented with our acquisition of Greenscreens AI, Inc., a pricing solution for the logistics industry that delivers short-term freight market pricing intelligence and business insights, during the quarter ended June 30, 2025. The revenue for Intelligence offerings is derived through access and subscription fees, as well as seat licenses where applicable.

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

We allocate intersegment interest expense to the Factoring and Payments segments based on one-month term SOFR for their funding needs. When the Payments segment is self-funded, with customer deposit funding in excess of its factored receivables, intersegment interest income is allocated based on the Federal Funds effective rate. Management believes that such intersegment interest allocations appropriately reflect the current interest rate environment and the relatively quick turn of the underlying receivables.

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Transactions between segments consist primarily of borrowed funds, payment network fees, and servicing fees. Intersegment interest expense is allocated to the Factoring and Payments segments as described above. Payment network fees are paid by the Factoring segment to the Payments segment for use of the payments network. Servicing fees are paid by the Payments segment to the Factoring segment for servicing factoring transactions with freight broker clients transferred from our Factoring segment to our Payments segment to align with the supply chain finance product offerings for this business. Servicing fees are paid by the Payments segment to the Factoring segment for servicing such product. The Factoring and Payments segments pay fees to our Banking segment for the Banking segment's execution of various banking services that benefit those segments. Credit loss expense is allocated based on the segment’s ACL determination. Noninterest income and expense directly attributable to a segment are assigned to the related segment. Various shared service costs such as human resources, accounting, finance, risk management and information technology expense are assigned to the Corporate and Other category if they are not directly attributable to a segment. Other segment expense consists of various loan and card related expenses and other insignificant miscellaneous costs not specifically reviewed by the Company's chief operating decision maker. Taxes are paid on a consolidated basis and are not allocated for segment purposes.

The following tables present our primary operating results for our operating segments:


(Dollars in thousands)									Total		Corporate
Three Months Ended March 31, 2026	Banking		Factoring		Payments		Intelligence		Segments		and Other(1)		Consolidated
Total interest income	$	56,611	$	38,944	$	7,166	$	—	$	102,721	$	34	$	102,755
Intersegment interest allocations	5,731		(8,219)		2,488		—		—		—		—
Total interest expense	15,039		6		—		—		15,045		1,616		16,661
Net interest income (expense)	47,303		30,719		9,654		—		87,676		(1,582)		86,094
Credit loss expense (benefit)	(2,338)		1,057		197		—		(1,084)		477		(607)
Net interest income after credit loss expense	49,641		29,662		9,457		—		88,760		(2,059)		86,701
Noninterest income	6,158		1,918		9,163		2,397		19,636		71		19,707
Noninterest expense:
Salaries and employee benefits	14,974		11,841		8,774		3,217		38,806		19,362		58,168
Depreciation	1,577		288		176		16		2,057		826		2,883
Other occupancy, furniture and equipment	2,016		496		141		27		2,680		938		3,618
FDIC insurance and other regulatory assessments	1,058		—		—		—		1,058		—		1,058
Professional fees	2,324		277		234		129		2,964		1,799		4,763
Amortization of intangible assets	269		137		817		1,283		2,506		10		2,516
Advertising and promotion	354		261		196		94		905		307		1,212
Communications and technology	5,097		2,320		2,836		359		10,612		2,507		13,119
Software amortization	—		1,070		1,821		58		2,949		351		3,300
Travel and entertainment	229		230		293		146		898		622		1,520
Other	3,444		670		816		71		5,001		1,103		6,104
Total noninterest expense	31,342		17,590		16,104		5,400		70,436		27,825		98,261
Net intersegment noninterest income (expense)(2)	125		515		(640)		—		—		—		—
Net income (loss) before income tax expense	$	24,582	$	14,505	$	1,876	$	(3,003)	$	37,960	$	(29,813)	$	8,147

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(Dollars in thousands)									Total		Corporate
Three Months Ended March 31, 2025	Banking		Factoring		Payments		Intelligence		Segments		and Other(1)		Consolidated
Total interest income	$	63,493	$	33,331	$	5,363	$	—	$	102,187	$	83	$	102,270
Intersegment interest allocations	4,735		(7,653)		2,918		—		—		—		—
Total interest expense	16,211		—		—		—		16,211		1,676		17,887
Net interest income (expense)	52,017		25,678		8,281		—		85,976		(1,593)		84,383
Credit loss expense (benefit)	507		560		118		—		1,185		145		1,330
Net interest income after credit loss expense	51,510		25,118		8,163		—		84,791		(1,738)		83,053
Noninterest income	7,003		1,719		6,531		395		15,648		1,542		17,190
Noninterest expense:
Salaries and employee benefits	16,317		13,222		9,613		1,484		40,636		18,082		58,718
Depreciation	1,630		503		230		7		2,370		1,574		3,944
Other occupancy, furniture and equipment	2,102		537		168		7		2,814		1,684		4,498
FDIC insurance and other regulatory assessments	727		—		—		—		727		—		727
Professional fees	1,065		1,852		206		951		4,074		1,990		6,064
Amortization of intangible assets	385		193		1,551		116		2,245		155		2,400
Advertising and promotion	511		254		381		30		1,176		288		1,464
Communications and technology	5,015		2,274		2,469		227		9,985		2,259		12,244
Software amortization	56		594		1,196		2		1,848		144		1,992
Travel and entertainment	238		183		377		118		916		576		1,492
Other	3,025		741		922		66		4,754		1,876		6,630
Total noninterest expense	31,071		20,353		17,113		3,008		71,545		28,628		100,173
Net intersegment noninterest income (expense)(2)	137		435		(572)		—		—		—		—
Net income (loss) before income tax expense	$	27,579	$	6,919	$	(2,991)	$	(2,613)	$	28,894	$	(28,824)	$	70

(1) Includes revenue and expense from the Company’s holding company, which does not meet the definition of an operating segment. Also includes corporate shared service costs such as the majority of salaries and benefits expense for our executive leadership team, as well as other selling, general, and administrative shared services costs including human resources, accounting, finance, risk management and a significant amount of information technology expense.

(2) Net intersegment noninterest income (expense) includes:


(Dollars in thousands)	Banking		Factoring		Payments
Three Months Ended March 31, 2026
Factoring revenue received from Payments	$	—	$	911	$	(911)
Payments revenue received from Factoring	—		(287)		287
Banking revenue received from Payments and Factoring	125		(109)		(16)
Net intersegment noninterest income (expense)	$	125	$	515	$	(640)

Three Months Ended March 31, 2025
Factoring revenue received from Payments	$	—	$	911	$	(911)
Payments revenue received from Factoring	—		(372)		372
Banking revenue received from Payments and Factoring	137		(104)		(33)
Net intersegment noninterest income (expense)	$	137	$	435	$	(572)

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(Dollars in thousands)									Total		Corporate
March 31, 2026	Banking		Factoring		Payments		Intelligence		Segments		and Other		Eliminations		Consolidated
Total assets	$	4,721,989	$	1,484,704	$	794,090	$	120,911	$	7,121,694	$	1,098,990	$	(1,343,969)	$	6,876,715
Gross loans	$	3,467,421	$	1,408,868	$	312,850	$	—	$	5,189,139	$	—	$	—	$	5,189,139

(Dollars in thousands)									Total		Corporate
December 31, 2025	Banking		Factoring		Payments		Intelligence		Segments		and Other		Eliminations		Consolidated
Total assets	$	4,480,124	$	1,335,150	$	774,979	$	120,410	$	6,710,663	$	1,088,885	$	(1,418,960)	$	6,380,588
Gross loans	$	3,525,447	$	1,223,740	$	242,120	$	—	$	4,991,307	$	—	$	—	$	4,991,307

Banking


(Dollars in thousands)	Three Months Ended March 31,
Banking	2026		2025		$ Change		% Change
Total interest income	$	56,611	$	63,493	$	(6,882)	(10.8)	%
Intersegment interest allocations	5,731		4,735		996		21.0	%
Total interest expense	15,039		16,211		(1,172)		(7.2)	%
Net interest income (expense)	47,303		52,017		(4,714)		(9.1)	%
Credit loss expense (benefit)	(2,338)		507		(2,845)		(561.1)	%
Net interest income after credit loss expense	49,641		51,510		(1,869)		(3.6)	%
Noninterest income	6,158		7,003		(845)		(12.1)	%
Noninterest expense:
Salaries and employee benefits	14,974		16,317		(1,343)		(8.2)	%
Depreciation	1,577		1,630		(53)		(3.3)	%
Other occupancy, furniture and equipment	2,016		2,102		(86)		(4.1)	%
FDIC insurance and other regulatory assessments	1,058		727		331		45.5	%
Professional fees	2,324		1,065		1,259		118.2	%
Amortization of intangible assets	269		385		(116)		(30.1)	%
Advertising and promotion	354		511		(157)		(30.7)	%
Communications and technology	5,097		5,015		82		1.6	%
Software amortization	—		56		(56)		(100.0)	%
Travel and entertainment	229		238		(9)		(3.8)	%
Other	3,444		3,025		419		13.9	%
Total noninterest expense	31,342		31,071		271		0.9	%
Net intersegment noninterest income (expense)	125		137		(12)		(8.8)	%
Operating income (loss)	$	24,582	$	27,579	$	(2,997)	(10.9)	%

Our Banking segment’s operating income decreased $3.0 million, or 10.9%.

Interest income decreased $6.9 million, or 10.8%, at our Banking segment primarily as a result of decreased yields at our Banking segment in spite of increased average balances of interest earning assets. While average loans in our Banking segment, excluding intersegment loans, increased 4.7% from $3.238 billion for the three months ended March 31, 2025 to $3.390 billion for the three months ended March 31, 2026, this increase was offset by decreased yields. Outside of loans, the Banking segment also experienced a decrease in yields on debt securities and interest earning cash and cash equivalents. The decrease in the yield on cash and cash equivalents was partially offset by an increase in the average balance of cash and cash equivalents period over period as a result of increased noninterest bearing deposit balances.

Intersegment interest income allocated to our Banking segment increased period over period due to increased funding provided to our Factoring segment resulting in increased intersegment interest allocation from such segment.

Interest expense decreased $1.2 million, or 7.2%, primarily driven by decreased rates on our interest bearing liabilities.

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Credit loss expense at our Banking segment is made up of credit loss expense related to loans and credit loss expense related to off balance sheet commitments to lend. Credit loss expense related to loans was a benefit of $1.8 million for the three months ended March 31, 2026 compared to credit loss expense on loans of $0.6 million for the three months ended March 31, 2025. The decrease in credit loss expense was the result of decreased net charge-offs, a decrease driven by changes to the projected loss drivers and prepayment speeds that the company forecasted over the reasonable and supportable forecast periods, and a decrease driven by changes in volume and mix of our Banking segment's loan portfolio period over period. Such decreases were partially offset by increased required specific reserves at our Banking segment.

Credit loss expense for off balance sheet credit exposures decreased $0.5 million, from a benefit of $0.1 million for the three months ended March 31, 2025 to a benefit of $0.6 million for the three months ended March 31, 2026, primarily due to changes to outstanding commitments to fund and changes to assumed loss rates period over period.

Noninterest income at our Banking segment decreased period over period due to a $0.4 million decrease in service charges on deposits, a $0.3 million decrease in fee income, and a $0.5 million decrease in noninterest income on loans. These decreases were partially offset by a $0.6 million gain on sale of a branch building during the three months ended March 31, 2026.

Noninterest expense at our Banking segment increased period over period the details of which are illustrated in the table above.

Year to date, our aggregate outstanding balances for our banking products, excluding intercompany loans, has decreased $58.0 million, or 1.6%, to $3.467 billion as of March 31, 2026. The following table sets forth our banking loans:


(Dollars in thousands)	March 31, 2026		December 31, 2025		$ Change		% Change
Banking
Commercial real estate	$	724,923	$	730,435	$	(5,512)	(0.8)	%
Construction, land development, land	206,693		224,214		(17,521)		(7.8)	%
1-4 family residential	187,991		193,508		(5,517)		(2.9)	%
Farmland	42,666		43,433		(767)		(1.8)	%
Commercial - General	303,561		313,696		(10,135)		(3.2)	%
Commercial - Agriculture	44,396		42,588		1,808		4.2	%
Commercial - Equipment	583,374		587,926		(4,552)		(0.8)	%
Commercial - Asset-based lending	138,982		180,012		(41,030)		(22.8)	%
Commercial - Liquid Credit	38,579		36,482		2,097		5.7	%
Consumer	15,381		16,819		(1,438)		(8.5)	%
Mortgage Warehouse	1,180,875		1,156,334		24,541		2.1	%
Total banking loans	$	3,467,421	$	3,525,447	$	(58,026)	(1.6)	%

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Factoring


(Dollars in thousands)	Three Months Ended March 31,
Factoring	2026		2025		$ Change		% Change
Total interest income	$	38,944	$	33,331	$	5,613	16.8	%
Intersegment interest allocations	(8,219)		(7,653)		(566)		(7.4)	%
Total interest expense	6		—		6		100.0	%
Net interest income (expense)	30,719		25,678		5,041		19.6	%
Credit loss expense (benefit)	1,057		560		497		88.8	%
Net interest income (expense) after credit loss expense	29,662		25,118		4,544		18.1	%
Noninterest income	1,918		1,719		199		11.6	%
Noninterest expense:
Salaries and employee benefits	11,841		13,222		(1,381)		(10.4)	%
Depreciation	288		503		(215)		(42.7)	%
Other occupancy, furniture and equipment	496		537		(41)		(7.6)	%
FDIC insurance and other regulatory assessments	—		—		—		—	%
Professional fees	277		1,852		(1,575)		(85.0)	%
Amortization of intangible assets	137		193		(56)		(29.0)	%
Advertising and promotion	261		254		7		2.8	%
Communications and technology	2,320		2,274		46		2.0	%
Software amortization	1,070		594		476		80.1	%
Travel and entertainment	230		183		47		25.7	%
Other	670		741		(71)		(9.6)	%
Total noninterest expense	17,590		20,353		(2,763)		(13.6)	%
Net intersegment noninterest income (expense)	515		435		80		18.4	%
Net income (loss) before income tax expense	$	14,505	$	6,919	$	7,586	109.6	%

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	Three Months Ended March 31,
	2026			2025
Factored receivable period end balance	$	1,404,958,000		$	1,146,429,000
Commercial loans period end balance	$	3,910,000		$	1,080,000
Yield on average receivable balance	12.44		%	12.75		%
Current quarter charge-off rate	0.11		%	0.11		%
Factored receivables - transportation concentration	96		%	97		%

Interest income, including fees	$	38,944,000		$	33,331,000
Non-interest income	1,918,000			1,719,000
Intersegment noninterest income	911,000			911,000
Factored receivable total revenue	41,773,000			35,961,000
Average net funds employed	1,197,257,000			948,729,000
Yield on average net funds employed	14.15		%	15.37		%

Operating income (loss)	$	14,505,000		$	6,919,000
Factoring total revenue	$	41,773,000		$	35,961,000
Operating margin(1)	34.72		%	19.24		%

Accounts receivable purchased	$	3,262,610,000		$	2,707,805,000
Number of invoices purchased	1,683,160			1,497,644
Average invoice size	$	1,938		$	1,808
Average invoice size - transportation	$	1,897		$	1,769
Average invoice size - non-transportation	$	5,609		$	4,019

(1)Operating margin is a non-GAAP financial measure used as a supplemental measure to evaluate the performance of our Factoring segment. It provides meaningful supplemental information regarding the segment's operational performance and enhances investors' overall understanding of the Factoring segment's profitability and operational efficiency.

Our Factoring segment’s operating income increased $7.6 million, or 109.6%.

Our average invoice size increased 7.2% from $1,808 for the three months ended March 31, 2025 to $1,938 for the three months ended March 31, 2026. This increase is the result of a broad increase in transportation invoice prices across the industry as capacity exits and rising fuel costs began to impact pricing. Additionally, the number of invoices purchased increased 12.4% period over period.

Net interest income at our Factoring segment increased period over period. Overall average net funds employed (“NFE”) increased 26.2% during the three months ended March 31, 2026 compared to the same period in 2025. The increase in average NFE was the result of increased invoice purchase volume and increased average invoice sizes. See further discussion under the Recent Developments: Transportation Update section. We maintained a high concentration in transportation factoring balances, which typically generate a higher yield than our non-transportation factoring balances. This concentration was at 96% at March 31, 2026 and 97% at March 31, 2025. Net interest income at our Factoring segment was also impacted by a relatively flat intersegment interest allocation charge period over period driven by decreased rates in the macroeconomy offset by higher average balances at our Factoring segment.

Credit loss expense at our Factoring segment is made up of credit loss expense related to factored receivables and loans at our Factoring segment as well as credit loss expense related to off balance sheet commitments to lend, if any. Credit loss expense related to factored receivables and loans was $1.1 million for the three months ended March 31, 2026 compared to credit loss expense on factored receivables of $0.6 million for the three months ended March 31, 2025. The increase in credit loss expense on factored receivables and loans was driven by increased net charge-offs at our Factoring segment as well as an increase in required ACL driven by changes in volume and mix of the portfolio period over period. These increases were partially offset by decreases in required specific reserves period over period and changes to loss assumptions period over period.

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There was no credit loss expense related to off balance sheet credit exposures during the three months ended March 31, 2026 or 2025 as there were no such commitments to lend at those times.

Noninterest income at our Factoring segment increased period over period primarily driven by increased fee income. There were no other significant variances in noninterest income at our Factoring segment.

Noninterest expense at our Factoring segment decreased period over period the details of which are illustrated in the table above.

Payments


(Dollars in thousands)	Three Months Ended March 31,
Payments	2026		2025		$ Change		% Change
Total interest income	$	7,166	$	5,363	$	1,803	33.6	%
Intersegment interest allocations	2,488		2,918		(430)		(14.7)	%
Total interest expense	—		—		—		—	%
Net interest income (expense)	9,654		8,281		1,373		16.6	%
Credit loss expense (benefit)	197		118		79		66.9	%
Net interest income after credit loss expense	9,457		8,163		1,294		15.9	%
Noninterest income	9,163		6,531		2,632		40.3	%
Noninterest expense:
Salaries and employee benefits	8,774		9,613		(839)		(8.7)	%
Depreciation	176		230		(54)		(23.5)	%
Other occupancy, furniture and equipment	141		168		(27)		(16.1)	%
FDIC insurance and other regulatory assessments	—		—		—		—	%
Professional fees	234		206		28		13.6	%
Amortization of intangible assets	817		1,551		(734)		(47.3)	%
Advertising and promotion	196		381		(185)		(48.6)	%
Communications and technology	2,836		2,469		367		14.9	%
Software amortization	1,821		1,196		625		52.3	%
Travel and entertainment	293		377		(84)		(22.3)	%
Other	816		922		(106)		(11.5)	%
Total noninterest expense	16,104		17,113		(1,009)		(5.9)	%
Net intersegment noninterest income (expense)	(640)		(572)		(68)		(11.9)	%
Net income (loss) before income tax expense	$	1,876	$	(2,991)	$	4,867	162.7	%

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	Three Months Ended March 31,
	2026			2025
Supply chain financing factored receivables	$	222,168,000		$	122,583,000
QuickPay factored receivables	90,682,000			81,644,000
Factored receivable period end balance	$	312,850,000		$	204,227,000

Supply chain finance interest income	$	4,192,000		$	2,695,000
QuickPay interest income	2,974,000			2,668,000
Intersegment interest income	2,488,000			2,918,000
Total interest income	9,654,000			8,281,000
Broker noninterest income	7,820,000			5,178,000
Factor noninterest income	796,000			1,233,000
Other noninterest income	547,000			120,000
Intersegment noninterest income	287,000			372,000
Total noninterest income	9,450,000			6,903,000
Total revenue	$	19,104,000		$	15,184,000

Credit loss expense (benefit)	197,000			118,000
Noninterest expense	16,104,000			17,113,000
Intersegment noninterest expense	927,000			944,000
Total expense	$	17,228,000		$	18,175,000

Operating income (loss)	$	1,876,000		$	(2,991,000)
Depreciation expense	176,000			230,000
Software amortization expense	1,821,000			1,196,000
Intangible amortization expense	817,000			1,551,000
Earnings (losses) before interest, taxes, depreciation, and amortization(1)	$	4,690,000		$	(14,000)



EBITDA margin(1)	24.5		%	(0.1)		%

Number of invoices processed	8,220,371			7,182,044
Amount of payments processed	$	11,014,040,000		$	8,777,825,000
Network invoice volume	1,043,488			719,531
Network payment volume	$	1,941,127,000		$	1,167,464,000

LoadPay
Revenue	$	437,000		$	24,000
Pre-tax operating income (loss)	$	(2,059,000)		$	(1,053,000)
Depreciation expense	21,000			3,000
Software amortization expense	374,000			140,000
Earnings (losses) before interest, taxes, depreciation, and amortization(1)	$	(1,664,000)		$	(910,000)

Payments revenue excluding LoadPay	$	18,667,000		$	15,160,000
Payments EBITDA excluding LoadPay(2)	$	6,354,000		$	896,000
Payments EBITDA Margin excluding LoadPay(2)	34.0		%	5.9		%

(1)Earnings (losses) before interest, taxes, depreciation, and amortization ("EBITDA") and EBITDA margin are non-GAAP financial measures used as supplemental measures to evaluate the performance of our Payments segment. EBITDA is useful because it provides a clearer view of underlying operating performance by excluding the effects of capital structure, tax regimes, and non-cash depreciation and amortization. EBITDA margin complements EBITDA by illustrating how efficiently revenue is converted into operating profitability.

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(2)Payments EBITDA excluding LoadPay and Payments EBITDA Margin excluding LoadPay are non-GAAP financial metrics used as supplemental measures to evaluate the performance of our Payments segment exclusive of the investments associated with LoadPay, which is a relatively new product in its early stages. Such adjusted EBITDA measures provide comparable clarity into the performance of our Payments segment prior to the advent of our LoadPay product.

Our Payments segment's operating income was $1.9 million for the three months ended March 31, 2026 compared to an operating loss of $3.0 million for the three months ended March 31, 2025, an increase of $4.9 million, or 162.7%.

The number of invoices processed by our Payments segment increased 14.5% from 7,182,044 for the three months ended March 31, 2025 to 8,220,371 for the three months ended March 31, 2026, and the amount of payments processed increased 25.5% from $8.778 billion for the three months ended March 31, 2025 to $11.014 billion for the three months ended March 31, 2026.

A "network transaction" occurs when a fully integrated payor payments client receives an invoice from a fully integrated payee payments client. All network transactions are included in our payment processing volume above. These transactions are facilitated through our payments application programming interfaces ("APIs") with parties on both sides of the transaction using structured data; similar to how a credit card works at a point-of-sale terminal. The integrations largely automate the process and make it cheaper, faster and safer. During the three months ended March 31, 2026, we processed 1,043,488 network invoices representing a network payment volume of $1.941 billion. During the three months ended March 31, 2025, we processed 719,531 network invoices representing a network payment volume of $1.167 billion.

Net interest income increased due to increased average balance of interest earning assets at our Payments segment. The increase was partially offset by decreased average rates at our Payments segment and decreased intersegment interest allocations.

Noninterest income increased due to a $2.6 million increase in fee income earned from our payments and audit business during the three months ended March 31, 2026 compared to the same period a year ago.

Noninterest expense at our Payments segment decreased period over period the details of which are illustrated in the table above.

The acquisition of HubTran during the year ended December 31, 2021 allowed us to create a fully integrated payments network for trucking; servicing brokers and factors. Prior to the HubTran acquisition, our payments platform already offered tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. Through the acquisition of HubTran, we created additional value through the enhancement of its presentment, audit, and payment capabilities for third party logistics companies (i.e., freight brokers) and their carriers, and factors. The acquisition of HubTran was a meaningful inflection point in the operations of our payments and audit business as our strategy shifted from a capital-intensive on-balance sheet product with a focus on interest income to an open-loop payments network for the trucking industry with an additional focus on fee revenue. It is for this reason that management believes that earnings before interest, taxes, depreciation, and amortization ("EBITDA") enhance investors' overall understanding of the financial performance of the Payments segment. Further, management's investment in the LoadPay product began in earnest during 2025 and has increased over time. We adjust EBITDA and EBITDA margin at our Payments segment so investors can see returns both inclusive and exclusive of the investments associated with the LoadPay product. Because LoadPay is a relatively new product in its early stages, such adjusted EBITDA measures provide comparable clarity into the performance of our Payments segment prior to the advent of our LoadPay product.

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Intelligence


(Dollars in thousands)	Three Months Ended March 31,
Intelligence	2026		2025
Total interest income	$	—	$	—
Intersegment interest allocations	—		—
Total interest expense	—		—
Net interest income (expense)	—		—
Credit loss expense (benefit)	—		—
Net interest income (expense) after credit loss expense	—		—
Other noninterest income	2,397		395
Noninterest expense:
Salaries and employee benefits	3,217		1,484
Depreciation	16		7
Other occupancy, furniture and equipment	27		7
FDIC insurance and other regulatory assessments	—		—
Professional fees	129		951
Amortization of intangible assets	1,283		116
Advertising and promotion	94		30
Communications and technology	359		227
Software amortization	58		2
Travel and entertainment	146		118
Other	71		66
Total noninterest expense	5,400		3,008
Net income (loss) before income tax expense	$	(3,003)	$	(2,613)


(Dollars in thousands)	Three Months Ended
Intelligence	March 31, 2026
Revenue	$	2,397
Cost of revenue	333
Gross profit	2,064
Selling, general and administrative costs	5,067
Pre-tax operating income (loss)	(3,003)

Gross Margin(1)	86		%

*prior period not meaningful

(1)Gross margin is a non-GAAP financial measure used as supplemental measure to evaluate the performance of our Intelligence segment. Cost of revenues is comprised primarily of salaries and benefits and communications and technology costs for employees providing services to the Company's customers. This includes the costs of the Company's personnel performing integration, customer support, third-party data center and customer training activities. Cost of revenues also includes the direct costs of third party hosting services. We have elected to exclude amortization expense of capitalized developed software and acquired technology, as well as allocations of fixed asset depreciation expense and occupancy expenses from cost of revenues.

Our Intelligence segment's operating loss for the three months ended March 31, 2026 was $3.0 million. As previously disclosed, the data intelligence line of business did not exist prior to the fourth quarter of 2024 and did not have meaningful operations prior to the acquisition of Greenscreens in May 2025. Accordingly, period over period comparisons of operating results are not meaningful. As illustrated in the table above, the majority of the expenses related to our Intelligence segment for the three months ended March 31, 2026 are salaries and amortization of intangible assets related to the acquisition of Greenscreens.

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Corporate and Other


(Dollars in thousands)	Three Months Ended March 31,
Corporate and Other	2026		2025		$ Change		% Change
Total interest income	$	34	$	83	$	(49)	(59.0)	%
Intersegment interest allocations	—		—		—		—
Total interest expense	1,616		1,676		(60)		(3.6)	%
Net interest income (expense)	(1,582)		(1,593)		11		0.7	%
Credit loss expense (benefit)	477		145		332		229.0	%
Net interest income (expense) after credit loss expense	(2,059)		(1,738)		(321)		(18.5)	%
Other noninterest income	71		1,542		(1,471)		(95.4)	%
Noninterest expense:
Salaries and employee benefits	19,362		18,082		1,280		7.1	%
Depreciation	826		1,574		(748)		(47.5)	%
Other occupancy, furniture and equipment	938		1,684		(746)		(44.3)	%
FDIC insurance and other regulatory assessments	—		—		—		—	%
Professional fees	1,799		1,990		(191)		(9.6)	%
Amortization of intangible assets	10		155		(145)		(93.5)	%
Advertising and promotion	307		288		19		6.6	%
Communications and technology	2,507		2,259		248		11.0	%
Software amortization	351		144		207		143.8	%
Travel and entertainment	622		576		46		8.0	%
Other	1,103		1,876		(773)		(41.2)	%
Total noninterest expense	27,825		28,628		(803)		(2.8)	%
Net income (loss) before income tax expense	$	(29,813)	$	(28,824)	$	(989)	(3.4)	%

Corporate and other is not a reportable segment, but rather includes certain revenue and expense from the Company's holding company as well as activities not allocated to specific business segments. Corporate and other reported an operating loss of $29.8 million for the three months ended March 31, 2026 compared to an operating loss of $28.8 million for the three months ended March 31, 2025.

The increased operating loss was primarily driven by a decrease in noninterest income period over period. Noninterest income at our Corporate segment for the three months ended March 31, 2025 included a $0.6 million gain on sale of an airplane and $0.8 million in rental income from the aforementioned building sold in December 2025.

Noninterest expense at our Corporate segment decreased period over period, the details of which are illustrated in the table above. Depreciation and other occupancy expense decreased primarily due to the sale of the building in December 2025 that had been purchased for the purpose of constructing a future headquarters for Triumph.

Financial Condition

Assets

Total assets were $6.877 billion at March 31, 2026, compared to $6.381 billion at December 31, 2025, an increase of $496.1 million, the components of which are discussed below.

Loan Portfolio

Loans held for investment were $5.189 billion at March 31, 2026, compared with $4.991 billion at December 31, 2025.

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The following table shows our total loan portfolio by portfolio segments:


	March 31, 2026				December 31, 2025				$ Change		% Change
(Dollars in thousands)			% of Total				% of Total
Commercial real estate	$	724,923	14	%	$	730,435	15	%	$	(5,512)	(0.8	%)
Construction, land development, land	206,693		4	%	224,214		4	%	(17,521)		(7.8	%)
1-4 family residential	187,991		4	%	193,508		4	%	(5,517)		(2.9	%)
Farmland	42,666		1	%	43,433		1	%	(767)		(1.8	%)
Commercial	1,112,802		21	%	1,163,664		24	%	(50,862)		(4.4	%)
Factored receivables	1,717,808		33	%	1,462,900		29	%	254,908		17.4	%
Consumer	15,381		—	%	16,819		—	%	(1,438)		(8.5	%)
Mortgage warehouse	1,180,875		23	%	1,156,334		23	%	24,541		2.1	%
Total Loans	$	5,189,139	100	%	$	4,991,307	100	%	$	197,832	4.0	%

Commercial Real Estate Loans. Our commercial real estate loans decreased $5.5 million, or 0.8%, due to paydowns that outpaced new origination activity. A significant portion of our loan portfolio at March 31, 2026 consisted of commercial real estate loans secured by properties. Such loans can involve high principal loan amounts, and the repayment of these loans is dependent, in large part, on a borrower's ongoing business operations or on income generated from the properties. The table below sets forth the Company's commercial real estate loan portfolio, by portfolio industry sector and collateral location as of March 31, 2026.


(Dollars in thousands)	Illinois		New York		Texas		Colorado		New Jersey		Iowa		Other		Total
Non-owner occupied
Office	$	3,328	$	35,866	$	44,172	$	397	$	82,426	$	1,198	$	4,308	$	171,695
Multifamily	11,606		—		877		13,302		—		148		105,337		131,270
Retail	2,474		49,401		—		8,318		—		2,394		30,285		92,872
Industrial	6,488		33,834		1,752		903		—		52		11,193		54,222
Hospitality	888		—		—		5,441		—		—		31,663		37,992
Other	8,977		2,547		3,553		5,368		—		723		19,134		40,302
	33,761		121,648		50,354		33,729		82,426		4,515		201,920		528,353
Owner occupied
Industrial	19,749		—		2,398		6,576		—		18,844		12,216		59,783
Hospitality	2,900		—		—		2,499		—		8,519		—		13,918
Restaurant	19,137		—		—		3,234		—		256		1,570		24,197
Retail	1,354		—		—		8,342		—		48		507		10,251
Office	2,147		108		—		5,563		—		577		663		9,058
Other	3,889		—		—		13,201		—		38,990		23,283		79,363
	49,176		108		2,398		39,415		—		67,234		38,239		196,570
Total commercial real estate	$	82,937	$	121,756	$	52,752	$	73,144	$	82,426	$	71,749	$	240,159	$	724,923

Construction and Development Loans. Our construction and development loans decreased $17.5 million, or 7.8%, due to paydowns and conversions to term loans that outpaced origination and draw activity.

Residential Real Estate Loans. Our one-to-four family residential loans decreased $5.5 million, or 2.9%, due to paydowns that outpaced new origination activity.

Farmland Loans. Our farmland loans decreased $0.8 million, or 1.8%, due to paydowns that outpaced modest origination activity.

Commercial Loans. Our commercial loans held for investment decreased $50.9 million, or 4.4%, due to decreased equipment lending, asset based lending, and other commercial lending balances. During the fourth quarter of 2025, we made the decision to cease new originations in our asset-based loan portfolio and to begin winding down its operations during 2026. These decreases were partially offset by modest increases in liquid credit and agriculture lending. Our other commercial lending products, comprised primarily of general commercial loans originated in our community banking markets, decreased $9.2 million, or 2.9%.

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The following table shows our commercial loans:


(Dollars in thousands)	March 31, 2026		December 31, 2025		$ Change		% Change
Commercial
Equipment	$	583,374	$	587,926	$	(4,552)	(0.8	%)
Asset-based lending	138,982		180,012		(41,030)		(22.8	%)
Liquid credit	38,579		36,482		2,097		5.7	%
Agriculture	44,396		42,588		1,808		4.2	%
Other commercial lending	307,471		316,656		(9,185)		(2.9	%)
Total commercial loans	$	1,112,802	$	1,163,664	$	(50,862)	(4.4	%)

Factored Receivables. Our factored receivables increased $254.9 million, or 17.4%. See discussion of our Factoring segment in the Operating Segment Results for analysis of the key drivers impacting the change in the ending factored receivables balance during the period.

Consumer Loans. Our consumer loans decreased $1.4 million, or 8.5%, due to paydowns that outpaced origination activity during the period.

Mortgage Warehouse. Our mortgage warehouse facilities increased $24.5 million, or 2.1%, due to seasonal changes in utilization. Client utilization of mortgage warehouse facilities may experience significant fluctuation on a day-to-day basis given mortgage origination market conditions. Our average mortgage warehouse lending balance was $1.088 billion for the three months ended March 31, 2026 compared to $936.5 million for the three months ended March 31, 2025.

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The following tables set forth the contractual maturities, including scheduled principal repayments, of our loan portfolio and the distribution between fixed and floating interest rate loans:


	March 31, 2026
(Dollars in thousands)	One Year or Less		After One but within Five Years		After Five but within Fifteen Years		After Fifteen Years		Total
Commercial real estate	$	294,425	$	378,997	$	51,463	$	38	$	724,923
Construction, land development, land	106,837		99,645		211		—		206,693
1-4 family residential	13,175		16,996		5,380		152,440		187,991
Farmland	3,665		27,295		10,960		746		42,666
Commercial	327,716		745,306		39,780		—		1,112,802
Factored receivables	1,717,808		—		—		—		1,717,808
Consumer	7,763		7,135		477		6		15,381
Mortgage warehouse	1,180,875		—		—		—		1,180,875
	$	3,652,264	$	1,275,374	$	108,271	$	153,230	$	5,189,139

Sensitivity of loans to changes in interest rates:			After One but within Five Years		After Five but within Fifteen Years		After Fifteen Years
Predetermined (fixed) interest rates
Commercial real estate			$	241,737	$	1,594	$	—
Construction, land development, land			54,599		161		—
1-4 family residential			12,972		1,441		69,352
Farmland			23,087		69		—
Commercial			593,655		14,787		—
Factored receivables			—		—		—
Consumer			7,135		477		6
Mortgage warehouse			—		—		—
			$	933,185	$	18,529	$	69,358
Floating interest rates
Commercial real estate			$	137,260	$	49,869	$	38
Construction, land development, land			45,046		50		—
1-4 family residential			4,024		3,939		83,088
Farmland			4,208		10,891		746
Commercial			151,651		24,993		—
Factored receivables			—		—		—
Consumer			—		—		—
Mortgage warehouse			—		—		—
			$	342,189	$	89,742	$	83,872

Total			$	1,275,374	$	108,271	$	153,230

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Further, a majority (97%) of our factored receivables, representing approximately 32% of our total loan portfolio as of March 31, 2026, are receivables purchased from trucking fleets, owner-operators, and freight brokers in the transportation industry. Although such concentration may cause our future interest income with respect to our factoring operations to be correlated with demand for the transportation industry in the United States generally, we feel that the credit risk with respect to our outstanding portfolio is appropriately mitigated as we limit the amount of receivables acquired from individual debtors and creditors thereby achieving diversification across a number of companies and industries. At December 31, 2025, 97% of our factored receivables, representing approximately 29% of our total loan portfolio, were receivables purchased from trucking fleets, owner-operators, and freight brokers in the transportation industry.

Nonperforming Assets

We have established procedures to assist us in maintaining the overall quality of our loan portfolio. In addition, we have adopted underwriting guidelines to be followed by our lending officers and require senior management review of proposed extensions of credit exceeding certain thresholds. When delinquencies exist, we monitor them for any negative or adverse trends. Our loan review procedures include approval of lending policies and underwriting guidelines by the board of directors of our bank subsidiary, independent loan review, approval of large credit relationships by our bank subsidiary’s Management Loan Committee and loan quality documentation procedures. We, like other financial institutions, are subject to the risk that our loan portfolio will be subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

To manage the credit risks associated with its loan portfolio, management may, depending on current or anticipated economic conditions and related exposures, apply enhanced risk management measures to loans through analysis of a specific borrower's financial condition, including cash flow, collateral values, and guarantees, among other credit factors. In response to the current market dynamics, including economic uncertainties and elevated market interest rates since 2022, the Company has enhanced its stress testing to mitigate interest rate reset risk with a specific emphasis on borrowers’ abilities to absorb the impact of higher interest loan rates.

The following table sets forth the allocation of our nonperforming assets among our different asset categories as of the dates indicated. We classify nonperforming assets as nonaccrual loans and securities, factored receivables greater than 90 days past due, OREO, and other repossessed assets. The balances of nonperforming loans reflect the recorded investment in these assets, including deductions for purchase discounts.


(Dollars in thousands)	March 31, 2026			December 31, 2025
Nonperforming loans:
Commercial real estate	$	46,544		$	8,502
Construction, land development, land	—			—
1-4 family residential	1,682			1,790
Farmland	426			458
Commercial	42,162			45,446
Factored receivables	1,101			1,347
Consumer	21			12
Mortgage warehouse	—			—
Total nonperforming loans held for investment	91,936			57,555

Held to maturity securities	1,913			1,913

Other real estate owned, net	9,975			10,185
Other repossessed assets	1,311			220
Total nonperforming assets	$	105,135		$	69,873

Nonperforming assets to total assets	1.53		%	1.10		%
Nonperforming loans to total loans held for investment	1.77		%	1.15		%
Total past due loans to total loans held for investment	2.35		%	2.72		%

Nonperforming loans increased $34.4 million, or 59.7%, due to the additions of a $37.5 million commercial real estate loan secured by an office building and a $1.2 million equipment finance relationship to nonaccrual. These increases were partially offset by a $1.1 million partial pay-down on an equipment finance relationship and a $0.2 million reduction in nonperforming factored receivables.

OREO decreased $0.2 million with no material additions or removals during the period.

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As a result of the activity previously described and changes in our period end total loans held for investment, the ratio of nonperforming loans to total loans held for investment increased to 1.77% at March 31, 2026 from 1.15% at December 31, 2025.

Our ratio of nonperforming assets to total assets increased to 1.53% at March 31, 2026 from 1.10% at December 31, 2025. This is due to the aforementioned loan activity, and also impacted by increases in other repossessed assets as well as changes in our period end total assets.

Past due loans to total loans held for investment decreased to 2.35% at March 31, 2026 from 2.72% at December 31, 2025, reflecting decreases in past due loans across several loan segments.

Allowance for Credit Losses on Loans

The ACL is a valuation allowance estimated at each balance sheet date in accordance with US GAAP that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. When the Company deems all or a portion of a loan to be uncollectible the appropriate amount is written off and the ACL is reduced by the same amount. Subsequent recoveries, if any, are credited to the ACL when received. See Note 1 of the Company’s 2025 Form 10-K and notes to the consolidated financial statements included elsewhere in this report for discussion of our ACL methodology on loans. Allocations of the ACL may be made for specific loans, but the entire allowance is available for any loan that, in the Company’s judgment, should be charged-off.

Loan loss valuation allowances are recorded on specific at-risk balances, typically consisting of collateral dependent loans and factored invoices greater than 90 days past due with negative cash reserves.

The following table sets forth the ACL by category of loan:


	March 31, 2026						December 31, 2025
(Dollars in thousands)	Allocated Allowance		% of Loan Portfolio		ACL to Loans		Allocated Allowance		% of Loan Portfolio		ACL to Loans
Commercial real estate	$	5,274	14	%	0.73	%	$	4,713	15	%	0.65	%
Construction, land development, land	2,498		4	%	1.21	%	2,970		4	%	1.32	%
1-4 family residential	1,924		4	%	1.02	%	1,927		4	%	1.00	%
Farmland	299		1	%	0.70	%	298		1	%	0.69	%
Commercial	12,795		21	%	1.15	%	14,947		24	%	1.28	%
Factored receivables	9,827		33	%	0.57	%	10,069		29	%	0.69	%
Consumer	357		—	%	2.32	%	429		—	%	2.55	%
Mortgage warehouse	1,183		23	%	0.10	%	1,158		23	%	0.10	%
Total Loans	$	34,157	100	%	0.66	%	$	36,511	100	%	0.73	%

The ACL decreased $2.4 million, or 6.4%. This decrease reflects net charge-offs of $1.9 million and a benefit to credit loss expense of $0.5 million.

A driver of the change in ACL is change in the loss drivers that the Company forecasted to calculate expected losses at March 31, 2026 as compared to December 31, 2025. Such change had a positive impact on the Company’s loss drivers and assumptions over the reasonable and supportable forecast period and resulted in decrease of $1.7 million of ACL period over period. The positive impact on the Company's loss drivers was caused by improved forecasted conditions in our equipment finance loan segment (included in Commercial loans in the table above).

The Company uses the discounted cash flow (DCF) method to estimate ACL for the commercial real estate, construction, land development, land, 1-4 family residential, commercial (excluding liquid credit), and consumer loan pools. For all loan pools utilizing the DCF method, the Company utilizes and forecasts national unemployment as a loss driver. The Company also utilizes and forecasts either one-year percentage change in national retail sales (commercial real estate – non multifamily, commercial general, commercial agriculture, commercial asset-based lending, commercial equipment finance, consumer), one-year percentage change in the national home price index (1-4 family residential and construction, land development, land), or one-year percentage change in national gross domestic product (commercial real estate – multifamily) as a second loss driver depending on the nature of the underlying loan pool and how well that loss driver correlates to expected future losses. Consistent forecasts of the loss drivers are used across the loan segments. The Company also forecasts prepayment speeds for use in the DCF models with higher prepayment speeds resulting in lower required ACL levels and vice versa for shorter prepayment speeds. These assumed prepayment speeds are based upon our historical prepayment speeds by loan type adjusted for the expected impact of the future interest rate environment. The impact of these assumed prepayment speeds is lesser in magnitude than the aforementioned loss driver assumptions.

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The following tables show our credit ratios and an analysis of our credit loss expense:


(Dollars in thousands)	March 31, 2026			December 31, 2025
Allowance for credit losses on loans	$	34,157		$	36,511
Total loans held for investment	$	5,189,139		$	4,991,307
Allowance to total loans held for investment	0.66		%	0.73		%

Nonaccrual loans	$	90,835		$	56,208
Total loans held for investment	$	5,189,139		$	4,991,307
Nonaccrual loans to total loans held for investment	1.75		%	1.13		%

Allowance for credit losses on loans	$	34,157		$	36,511
Nonaccrual loans	$	90,835		$	56,208
Allowance for credit losses to nonaccrual loans	37.60		%	64.96		%


	Three Months Ended March 31,
	2026						2025
(Dollars in thousands)	Net Charge-Offs		Average Loans HFI		Net Charge-Off Ratio		Net Charge-Offs		Average Loans HFI		Net Charge-Off Ratio
Commercial real estate	$	—	$	726,451	—	%	$	113	$	768,011	0.01	%
Construction, land development, land	—		215,087		—	%	—		209,416		—	%
1-4 family residential	(2)		190,657		—	%	(1)		156,223		—	%
Farmland	—		42,488		—	%	—		52,956		—	%
Commercial	250		1,112,236		0.02	%	4,297		1,106,975		0.39	%
Factored receivables	1,496		1,525,981		0.10	%	1,258		1,231,478		0.10	%
Consumer	113		16,686		0.68	%	132		8,081		1.63	%
Mortgage warehouse	—		1,087,606		—	%	—		936,529		—	%
Total Loans	$	1,857	$	4,917,192	0.04	%	$	5,799	$	4,469,669	0.13	%

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Quarter to date net loans charged off decreased $3.9 million. There were no individually significant charge-offs during the three months ended March 31, 2026. Net charge-offs during the three months ended March 31, 2025 reflect a $3.7 million partial charge-off of a liquid credit relationship, a $0.7 million charge-off of a separate liquid credit relationship, and a $1.0 million charge off of another commercial lending relationship.

Securities

As of March 31, 2026 and December 31, 2025, we held equity securities with readily determinable fair values of $4.6 million and $4.6 million, respectively. These securities represent investments in a publicly traded Community Reinvestment Act mutual fund and are subject to market pricing volatility, with changes in fair value reflected in earnings.

As of March 31, 2026, we held debt securities classified as available for sale with a fair value of $339.6 million, a decrease of $24.7 million from $364.3 million at December 31, 2025. The following table illustrates the changes in our available for sale debt securities:


	Available For Sale Debt Securities:
(Dollars in thousands)	March 31, 2026		December 31, 2025		$ Change		% Change
Mortgage-backed securities, residential	$	84,744	$	88,500	$	(3,756)	(4.2)	%
Asset-backed securities	779		811		(32)		(3.9)	%
State and municipal	2,580		2,589		(9)		(0.3)	%
CLO Securities	250,176		271,074		(20,898)		(7.7)	%
Corporate bonds	261		263		(2)		(0.8)	%
SBA pooled securities	1,022		1,040		(18)		(1.7)	%
	$	339,562	$	364,277	$	(24,715)	(6.8)	%

Our available for sale CLO portfolio consists of investment grade positions in high ranking tranches within their respective securitization structures. As of March 31, 2026, the Company determined that all impaired available for sale securities experienced a decline in fair value below their amortized cost basis due to noncredit-related factors. Therefore, the Company carried no ACL at March 31, 2026. Our available for sale securities can be used for pledging to secure FHLB borrowings and public deposits, or can be sold to meet liquidity needs.

As of March 31, 2026, we held investments classified as held to maturity with an amortized cost, net of ACL, of $1.0 million, a decrease of $0.6 million from $1.6 million at December 31, 2025. See previous discussion of Credit Loss Expense related to our held to maturity securities for further details regarding the nature of these securities and the required ACL at March 31, 2026.

The following tables set forth the amortized cost and average yield of our debt securities, by type and contractual maturity:


	Maturity as of March 31, 2026
	One Year or Less				After One but within Five Years				After Five but within Ten Years				After Ten Years				Total
(Dollars in thousands)	Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield		Amortized Cost		Average Yield
Mortgage-backed securities	$	39	2.16	%	$	668	2.38	%	$	368	4.36	%	$	87,230	4.72	%	$	88,305	4.70	%
Asset-backed securities	—		—	%	—		—	%	780		5.19	%	—		—	%	780		5.19	%
State and municipal	—		—	%	2,133		2.89	%	504		2.65	%	—		—	%	2,637		2.84	%
CLO securities	—		—	%	—		—	%	22,415		5.62	%	227,576		5.19	%	249,991		5.23	%
Corporate bonds	—		—	%	—		—	%	264		5.07	%	—		—	%	264		5.07	%
SBA pooled securities	—		—	%	—		—	%	530		2.78	%	532		3.70	%	1,062		3.24	%
Total available for sale securities	$	39	2.16	%	$	2,801	2.77	%	$	24,861	5.46	%	$	315,338	5.06	%	$	343,039	5.07	%

Held to maturity securities:	$	—	—	%	$	3,135	4.13	%	$	—	—	%	$	—	—	%	$	3,135	4.13	%

Liabilities

Total liabilities were $5.926 billion as of March 31, 2026, compared to $5.439 billion at December 31, 2025, an increase of $487.2 million, the components of which are discussed below.

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Deposits

The following table summarizes our deposits:


(Dollars in thousands)	March 31, 2026		December 31, 2025		$ Change		% Change
Noninterest bearing demand	$	3,042,210	$	1,901,638	$	1,140,572	60.0	%
Interest bearing demand	691,572		845,060		(153,488)		(18.2	%)
Individual retirement accounts	35,977		37,634		(1,657)		(4.4	%)
Money market	639,651		608,036		31,615		5.2	%
Savings	546,374		522,189		24,185		4.6	%
Certificates of deposit	222,123		224,644		(2,521)		(1.1	%)
Brokered time deposits	442,872		695,093		(252,221)		(36.3	%)
Other brokered deposits	79,160		115,922		(36,762)		(31.7	%)
Total Deposits	$	5,699,939	$	4,950,216	$	749,723	15.1	%

Our total deposits increased $749.7 million, or 15.1%, primarily due to an increase in noninterest bearing demand deposits, money market deposits, and savings deposits. Our mortgage warehouse business has nearly self-funded for several quarters due to the servicing deposits of its customers. The balances of such noninterest bearing deposits were $1.660 billion and $668.3 million at March 31, 2026 and December 31, 2025, respectively. The Company experienced decreases in all other material deposit categories. Other brokered deposits are non-maturity deposits obtained from wholesale sources. As of March 31, 2026, interest bearing demand deposits, noninterest bearing deposits, money market deposits, other brokered deposits, and savings deposits accounted for 88% of our total deposits, while individual retirement accounts, certificates of deposit, and brokered time deposits made up 12% of total deposits. At March 31, 2026 and December 31, 2025, our estimated uninsured deposits were $1.436 billion and $1.466 billion, respectively.

At March 31, 2026 we held $67.1 million of time deposits that meet or exceed the Federal Deposit Insurance Corporation ("FDIC") insurance limit. The following table provides information on the maturity distribution of time deposits exceeding the FDIC insurance limit as of March 31, 2026:


(Dollars in thousands)	Over $250,000
Maturity
3 months or less	$	31,274
Over 3 through 6 months	20,933
Over 6 through 12 months	8,442
Over 12 months	3,429
	$	64,078

The following table summarizes our average deposit balances and weighted average rates:


	Three Months Ended March 31, 2026						Three Months Ended March 31, 2025

(Dollars in thousands)	Average Balance		Weighted Avg Rates		% of Total		Average Balance		Weighted Avg Rates		% of Total
Interest bearing demand	$	682,468	0.44	%	13	%	$	733,151	0.47	%	15	%
Individual retirement accounts	36,590		1.20	%	1	%	43,112		1.26	%	1	%
Money market	608,415		2.52	%	11	%	611,244		2.57	%	13	%
Savings	535,308		1.15	%	10	%	518,690		1.07	%	11	%
Certificates of deposit	224,469		2.57	%	4	%	231,662		2.66	%	5	%
Brokered time deposits	562,295		3.97	%	11	%	569,200		4.57	%	12	%
Other brokered deposits	105,565		3.69	%	2	%	19,899		4.50	%	—	%
Total interest bearing deposits	2,755,110		2.07	%	52	%	2,726,958		2.14	%	57	%
Noninterest bearing demand	2,558,992		—		48	%	2,005,305		—		43	%
Total deposits	$	5,314,102	1.07	%	100	%	$	4,732,263	1.23	%	100	%

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The Company's deposit base is made up of a high number of customers with accounts spread across 62 locations in six states. Our deposit base is diverse in terms of both geography and industry, comprised largely of retail as well small-to-medium sized business customers. The majority of our deposits are FDIC insured.

Other Borrowings

FHLB Advances

The following provides a summary of our FHLB advances as of and for the three months ended March 31, 2026 and the year ended December 31, 2025:


(Dollars in thousands)	March 31, 2026			December 31, 2025
Amount outstanding at end of period	$	30,000		$	280,000
Weighted average interest rate at end of period	3.83		%	3.67		%
Average amount outstanding during the period	106,667			208,014
Weighted average interest rate during the period	3.78		%	4.35		%
Highest month end balance during the period	205,000			355,000

Our FHLB advances are collateralized by assets, including a blanket pledge of certain loans. At March 31, 2026 and December 31, 2025, we had $817.2 million and $644.7 million, respectively, in unused and available advances from the FHLB.

Subordinated Notes

On August 26, 2021, the Company issued $70.0 million of Fixed-to-Floating Rate Subordinated Notes due 2031 (the “2021 Notes”). The 2021 Notes initially bear interest at 3.500% per annum, payable semi-annually in arrears, to, but excluding, September 1, 2026, and, thereafter and to, but excluding, the maturity date or earlier redemption, interest shall be payable quarterly in arrears, at an annual floating rate equal to a benchmark rate, initially three-month SOFR, as determined for the applicable quarterly period, plus 2.860%. The Company may, at its option, beginning on September 1, 2026 and on any scheduled interest payment date thereafter, redeem the 2021 Notes, in whole or in part, at a redemption price equal to the outstanding principal amount of the 2021 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.

The Subordinated Notes are included on the consolidated balance sheets as liabilities at their carrying values; however, for regulatory purposes, the $69.9 million and $69.9 million carrying value of these obligations at March 31, 2026 and December 31, 2025, respectively, were eligible for inclusion in Tier 2 regulatory capital. At the beginning of each of the last five years of the life of the Subordinated Notes, the amount eligible to be included in Tier 2 regulatory capital will be reduced by 20%.

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

The Subordinated Notes are subordinated in right of payment to the Company’s existing and future senior indebtedness and are structurally subordinated to the Company’s subsidiaries’ existing and future indebtedness and other obligations.

Junior Subordinated Debentures

The following provides a summary of our junior subordinated debentures as of March 31, 2026:


(Dollars in thousands)	Face Value		Carrying Value		Maturity Date	Interest Rate
National Bancshares Capital Trust II	$	15,464	$	13,984	September 2033	Three Month SOFR + 3.26%
National Bancshares Capital Trust III	17,526		14,195		July 2036	Three Month SOFR + 1.64%
ColoEast Capital Trust I	5,155		4,032		September 2035	Three Month SOFR + 1.86%
ColoEast Capital Trust II	6,700		5,177		March 2037	Three Month SOFR + 2.05%
Valley Bancorp Statutory Trust I	3,093		2,958		September 2032	Three Month SOFR + 3.66%
Valley Bancorp Statutory Trust II	3,093		2,808		July 2034	Three Month SOFR + 3.01%
	$	51,031	$	43,154

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These debentures are unsecured obligations and were issued to trusts that are unconsolidated subsidiaries. The trusts in turn issued trust preferred securities with identical payment terms to unrelated investors. The debentures may be called by the Company at par plus any accrued but unpaid interest; however, we have no current plans to redeem them prior to maturity. Interest on the debentures is calculated quarterly, based on a contractual rate equal to three month SOFR plus a weighted average spread of 2.41%. As part of the purchase accounting adjustments made with the National Bancshares, Inc. acquisition on October 15, 2013, the ColoEast acquisition on August 1, 2016, and the Valley acquisition on December 9, 2017, we adjusted the carrying value of the junior subordinated debentures to fair value as of the respective acquisition dates. The discounts on the debentures will continue to be amortized through maturity and recognized as a component of interest expense.

The debentures are included on our consolidated balance sheet as liabilities; however, for regulatory purposes, these obligations are eligible for inclusion in regulatory capital, subject to certain limitations. All of the carrying value of $43.2 million was allowed in the calculation of Tier I capital as of March 31, 2026.

Capital Resources and Liquidity Management

Capital Resources

Our stockholders’ equity totaled $950.7 million as of March 31, 2026, compared to $941.8 million as of December 31, 2025, an increase of $8.9 million. Stockholders’ equity increased during this period primarily due to our net income, stock based compensation expense, and the issuance of common stock pursuant to our employee stock purchase plan.

Liquidity Management

We define liquidity as our ability to generate sufficient cash to fund current loan demand, deposit withdrawals, other cash demands and disbursement needs, and otherwise to operate on an ongoing basis.

We manage liquidity at the holding company level as well as that of our bank subsidiary. The management of liquidity at both levels is critical, because the holding company and our bank subsidiary have different funding needs and sources, and each is subject to regulatory guidelines and requirements which require minimum levels of liquidity. We believe that our liquidity ratios meet or exceed those guidelines and that our present position is adequate to meet our current and future liquidity needs.

As part of our liquidity management process, we regularly stress test our balance sheet to ensure that we are continually able to withstand unexpected liquidity shocks such as sudden or protracted material deposit runoff. This analysis explicitly contemplates the immediate runoff of any meaningful deposit concentrations such as the servicing deposits that we hold on behalf of our mortgage warehouse customers.

Our liquidity requirements are met primarily through cash flow from operations, receipt of pre-paid and maturing balances in our loan and investment portfolios, debt financing and increases in customer deposits. Our liquidity position is supported by management of liquid assets and liabilities and access to other sources of funds. Liquid assets include cash, interest earning deposits in banks, federal funds sold, securities available for sale and maturing or prepaying balances in our investment and loan portfolios. Liquid liabilities include core deposits, federal funds purchased, securities sold under repurchase agreements and other borrowings. Other sources of funds include the sale of loans, brokered deposits, the issuance of additional collateralized borrowings such as FHLB advances or borrowings from the Federal Reserve, the issuance of debt securities and the issuance of common securities. For additional information regarding our operating, investing and financing cash flows, see the Consolidated Statements of Cash Flows provided in our consolidated financial statements.

In addition to the liquidity provided by the sources described above, our subsidiary bank maintains correspondent relationships with other banks in order to sell loans or purchase overnight funds should additional liquidity be needed. As of March 31, 2026, TBK Bank had $677.0 million of unused borrowing capacity from the Federal Reserve Bank discount window and unsecured federal funds lines of credit with seven unaffiliated banks totaling $227.5 million, with no amounts advanced against those lines. Additionally, as of March 31, 2026, we had $817.2 million in unused and available advances from the FHLB. We have historically utilized FHLB advances to support the fluctuating and sometimes unpredictable balances in our mortgage warehouse lending portfolio, and we continue to have the ability to do so.

Contractual Obligations

The following table summarizes our contractual obligations and other commitments to make future payments as of March 31, 2026. The amount of the obligations presented in the table reflect principal amounts only and exclude the amount of interest we are obligated to pay. Also excluded from the table are a number of obligations to be settled in cash. These excluded items are reflected in our consolidated balance sheet and include deposits with no stated maturity, trade payables, and accrued interest payable.

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	Payments Due by Period - March 31, 2026
(Dollars in thousands)	Total		One Year or Less		After One but within Three Years		After Three but within Five Years		After Five Years

Federal Home Loan Bank advances	$	30,000	$	—	$	30,000	$	—	$	—
Subordinated notes	70,000		—		—		—		70,000
Junior subordinated debentures	51,031		—		—		—		51,031
Operating lease agreements	24,852		5,682		9,684		6,776		2,710
Time deposits with stated maturity dates	700,972		679,535		17,851		3,586		—
Total contractual obligations	$	876,855	$	685,217	$	57,535	$	10,362	$	123,741

Regulatory Capital Requirements

Our capital management consists of providing equity to support our current and future operations. We are subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s or TBK Bank’s financial statements. For further information regarding our regulatory capital requirements, see Note 10 – Regulatory Matters in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.

Off-Balance Sheet Arrangements

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. For further information, see Note 8 – Off-Balance Sheet Loan Commitments in the accompanying condensed notes to the consolidated financial statements included elsewhere in this report.

Critical Accounting Policies and Estimates

Our accounting policies are fundamental to understanding our management’s discussion and analysis of our results of operations and financial condition. We have identified certain significant accounting policies which involve a higher degree of judgment and complexity in making certain estimates and assumptions that affect amounts reported in our consolidated financial statements. The significant accounting policy which we believe to be the most critical in preparing our consolidated financial statements is the determination of the allowance for credit losses. Since December 31, 2025, there have been no changes in critical accounting policies as further described under “Critical Accounting Policies and Estimates” and in Note 1 to the Consolidated Financial Statements in our 2025 Form 10-K.

Recently Issued Accounting Pronouncements

See Note 1 – Summary of Significant Accounting Policies in the accompanying condensed notes to consolidated financial statements included elsewhere in this report for details of recently issued accounting pronouncements and their expected impact on our consolidated financial statements.

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Forward-Looking Statements

This document contains forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable of a future or forward-looking nature. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control, particularly with regard to developments related to COVID-19. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but are not limited to, the following:

•business and economic conditions generally and in the bank and non-bank financial services industries, nationally and within our local market areas;

•our ability to mitigate our risk exposures;

•our ability to maintain our historical earnings trends;

•changes in management personnel;

•interest rate risk;

•concentration of our products and services in the transportation industry;

•credit risk associated with our loan portfolio;

•lack of seasoning in our loan portfolio;

•deteriorating asset quality and higher loan charge-offs;

•time and effort necessary to resolve nonperforming assets;

•inaccuracy of the assumptions and estimates we make in establishing reserves for probable loan losses and other estimates;

•risks related to the integration of acquired businesses, including our recent acquisition of Greenscreens, and any future acquisitions;

•our ability to successfully identify and address the risks associated with our possible future acquisitions, and the risks that our prior and possible future acquisitions make it more difficult for investors to evaluate our business, financial condition and results of operations, and impairs our ability to accurately forecast our future performance;

•lack of liquidity;

•fluctuations in the fair value and liquidity of the securities we hold for sale;

•impairment of investment securities, goodwill, other intangible assets or deferred tax assets;

•our risk management strategies;

•environmental liability associated with our lending activities;

•increased competition in the bank and non-bank financial services industries, nationally, regionally or locally, which may adversely affect pricing and terms;

•the accuracy of our financial statements and related disclosures;

•material weaknesses in our internal control over financial reporting;

•system failures or failures to prevent breaches of our network security;

•the institution and outcome of litigation and other legal proceedings against us or to which we become subject;

•changes in carry-forwards of net operating losses;

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•changes in federal tax law or policy;

•the impact of recent and future legislative and regulatory changes, including changes in banking, securities and tax laws and regulations, such as the Dodd-Frank Act and their application by our regulators as well as privacy, cybersecurity, and artificial intelligence regulation and oversight;

•governmental monetary and fiscal policies;

•changes in the scope and cost of FDIC, insurance and other coverages;

•failure to receive regulatory approval for future acquisitions; and

•increases in our capital requirements.

The foregoing factors should not be construed as exhaustive. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

Asset/Liability Management and Interest Rate Risk

The principal objective of our asset and liability management function is to evaluate the interest rate risk within the balance sheet and pursue a controlled assumption of interest rate risk while maximizing net income and preserving adequate levels of liquidity and capital. The board of directors of our subsidiary bank has oversight of our asset and liability management function, which is managed by our Chief Financial Officer. Our Chief Financial Officer meets with our senior executive management team regularly to review, among other things, the sensitivity of our assets and liabilities to market interest rate changes, local and national market conditions and market interest rates. That group also reviews our liquidity, capital, deposit mix, loan mix and investment positions.

As a financial institution, our primary component of market risk is interest rate volatility. Fluctuations in interest rates will ultimately impact both the level of income and expense recorded on most of our assets and liabilities, and the fair value of all interest-earning assets and interest-bearing liabilities, other than those which have a short term to maturity. Interest rate risk is the potential of economic losses due to future interest rate changes. These economic losses can be reflected as a loss of future net interest income and/or a loss of current fair values.

We manage our exposure to interest rates primarily by structuring our balance sheet in the ordinary course of business. We do not typically enter into derivative contracts for the purpose of managing interest rate risk, but we may elect to do so in the future. Based upon the nature of our operations, we are not subject to foreign exchange or commodity price risk. We do not own any trading assets.

We use an interest rate risk simulation model to test the interest rate sensitivity of net interest income and the balance sheet. Instantaneous parallel rate shift scenarios are modeled and utilized to evaluate risk and establish exposure limits for acceptable changes in projected net interest margin. These scenarios, known as rate shocks, simulate an instantaneous change in interest rates and use various assumptions, including, but not limited to, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, and reinvestment and replacement of asset and liability cash flows. We also analyze the economic value of equity as a secondary measure of interest rate risk. This is a complementary measure to net interest income where the calculated value is the result of the fair value of assets less the fair value of liabilities. The economic value of equity is a longer term view of interest rate risk because it measures the present value of all future cash flows. The impact of changes in interest rates on this calculation is analyzed for the risk to our future earnings and is used in conjunction with the analyses on net interest income.

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The following table summarizes simulated change in net interest income versus unchanged rates as of March 31, 2026 and December 31, 2025:


	March 31, 2026				December 31, 2025
	Following 12 Months		Months 13-24		Following 12 Months		Months 13-24
+400 basis points	7.2	%	10.1	%	9.3	%	11.1	%
+300 basis points	5.4	%	7.6	%	7.1	%	8.4	%
+200 basis points	3.6	%	5.1	%	4.8	%	5.7	%
+100 basis points	1.8	%	2.6	%	2.4	%	2.9	%
Flat rates	0.0	%	0.0	%	0.0	%	0.0	%
-100 basis points	(1.6	%)	(2.7	%)	(2.3	%)	(3.0	%)
-200 basis points	(3.3	%)	(5.5	%)	(4.9	%)	(6.7	%)
-300 basis points	(4.9	%)	(8.2	%)	(7.4	%)	(10.2	%)
-400 basis points	(5.7	%)	(9.9	%)	(8.7	%)	(12.1	%)

The following table presents the change in our economic value of equity as of March 31, 2026 and December 31, 2025, assuming immediate parallel shifts in interest rates:


	Economic Value of Equity at Risk (%)
	March 31, 2026		December 31, 2025
+400 basis points	9.4	%	8.4	%
+300 basis points	7.4	%	6.6	%
+200 basis points	5.2	%	4.6	%
+100 basis points	2.5	%	2.1	%
Flat rates	0.0	%	0.0	%
-100 basis points	(2.8	%)	(2.5	%)
-200 basis points	(6.1	%)	(5.3	%)
-300 basis points	(9.7	%)	(8.5	%)
-400 basis points	(12.9	%)	(11.7	%)

Many assumptions are used to calculate the impact of interest rate fluctuations. Actual results may be significantly different than our projections due to several factors, including the timing and frequency of rate changes, market conditions and the shape of the yield curve. The computations of interest rate risk shown above do not include actions that our management may undertake to manage the risks in response to anticipated changes in interest rates, and actual results may also differ due to any actions taken in response to the changing rates.

As part of our asset/liability management strategy, our management has emphasized the origination of shorter duration loans as well as variable rate loans to limit the negative exposure to a rate increase. We also desire to acquire deposit transaction accounts, particularly noninterest or low interest-bearing non-maturity deposit accounts, whose cost is less sensitive to changes in interest rates. We intend to focus our strategy on utilizing our deposit base and operating platform to increase these deposit transaction accounts.

ITEM 4

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of its disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management was required to apply judgment in evaluating its controls and procedures. Based on this evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective as of the end of the period covered by this report.

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Changes in Internal Control Over Financial Reporting

There were no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

From time to time we are a party to various litigation matters incidental to the conduct of our business. Except as set forth below, we are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, prospects, financial condition, liquidity, results of operation, cash flows or capital levels.

Item 1A. Risk Factors

There have been no material changes in the Company’s risk factors from those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Insider Trading Arrangements

On February 19, 2026, Mr. Edward J. Schreyer, the Company’s Executive Vice President and Chief Operating Officer, adopted a written plan for the sale of our common stock that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (the “Schreyer Trading Plan”). The Schreyer Trading Plan covers the sale of up to 90 percent of the net shares (after applicable tax withholding) of the Company’s common stock received by Mr. Schreyer upon the May 1, 2026 vesting of equity awards previously issued to Mr. Schreyer, to occur in several transactions over a period commencing after the later of (1) 90 days from the execution of the Schreyer Trading Plan and (2) the second trading day following the public disclosure of the Company’s financial results on Form 10-Q for the quarter ended March 31, 2026, and will cease upon the earlier of January 31, 2027 or the sale of all shares subject to the Schreyer Trading Plan.

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As of the end of the first quarter of 2026, none of our other directors or executive officers adopted Rule 10b5-1 trading plans and none of our directors or executive officers terminated a Rule 10b5-1 trading plan or adopted or terminated a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K).

Item 6. Exhibits

Exhibits (Exhibits marked with a “†” denote management contracts or compensatory plans or arrangements)


3.1						Second Amended and Restated Certificate of Formation of the Registrant, effective November 7, 2014, incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on November 13, 2014.

3.2						Certificate of Amendment to Second Amended and Restated Certificate of Formation of Triumph Bancorp, Inc., incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on May 10, 2018.

3.3						Certificate of Amendment to Second Amended and Restated Certificate of Formation of Triumph Bancorp, Inc., incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on December 1, 2022.

3.4						Second Amended and Restated Bylaws of the Registrant, effective November 7, 2014, incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on November 13, 2014.

3.5						Amendment No. 1 to Second Amended and Restated Bylaws of Triumph Bancorp, Inc., incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on May 10, 2018.

3.6						Amendment No. 2 to Second Amended and Restated Bylaws of Triumph Bancorp, Inc., incorporated by reference to Exhibit 3.2 to Form 8-K filed with the SEC on December 1, 2022.

31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1						Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

101.SCH						Inline XBRL Taxonomy Extension Schema Document.

101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104						Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

* Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		TRIUMPH FINANCIAL INC.
		(Registrant)

Date:	April 21, 2026	/s/ Aaron P. Graft
		Aaron P. Graft President and Chief Executive Officer

Date:	April 21, 2026	/s/ W. Bradley Voss
		W. Bradley Voss Chief Financial Officer

Form: 10-Q

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