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What changed in Triumph Financial, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Triumph Financial, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+450 added−435 removedSource: 10-K (2026-02-11) vs 10-K (2025-02-11)

Top changes in Triumph Financial, Inc.'s 2025 10-K

450 paragraphs added · 435 removed · 344 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

89 edited+10 added−10 removed172 unchanged
Biggest changeIn addition, the BHC Act prohibits any entity from acquiring 25% (the BHC Act has a lower limit for acquirers that are existing bank holding companies) or more of a bank holding company’s or bank’s voting securities, or otherwise obtaining control or a controlling influence over a bank holding company or bank without the approval of the Federal Reserve.
Biggest changeUnder a rebuttable presumption established by the Federal Reserve, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act, such as the Company, would, under the circumstances set forth in the presumption, constitute acquisition of control of the Company. 10 Table of Contents In addition, the BHC Act prohibits any entity from acquiring 25% (the BHC Act has a lower limit for acquirers that are existing bank holding companies) or more of a bank holding company’s or bank’s voting securities, or otherwise obtaining control or a controlling influence over a bank holding company or bank without the approval of the Federal Reserve.
Intelligence Our data intelligence division, which we call Intelligence, was launched during 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.
Intelligence Our data intelligence division, which we call Intelligence, was launched during the fourth quarter of 2024 to turn the over-the-road trucking data collected through our services into actionable insights for our customers. This launch coincided with our acquisition of Isometric Technologies Inc., a company that provides service and performance scoring and benchmarking capabilities to the over-the-road trucking industry.
Data has the ability to drive efficiency, enhance decision-making, and enable Shippers, Brokers, and Carriers to operate more profitably in a very competitive over-the-road trucking market.
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.
Our payments platform for Brokers and Shippers, TriumphPay was originally designed as a platform to manage Carrier payments for third party logistics companies, or 3PLs ("Brokers") and the manufacturers and other businesses that contract directly for the shipment of goods ("Shippers"), with a focus on increasing on-balance sheet factored receivable transactions through the offering of quick pay transactions for Carriers receiving such payments through the TriumphPay platform.
Our payments platform for Brokers and Shippers was originally designed as a platform to manage Carrier payments for third party logistics companies, or 3PLs ("Brokers") and the manufacturers and other businesses that contract directly for the shipment of goods ("Shippers"), with a focus on increasing on-balance sheet factored receivable transactions through the offering of quick pay transactions for Carriers receiving such payments through the Payments platform.
A key feature of the LoadPay product is our ability to rapidly fund invoices approved for payment through the TriumphPay network or approved for purchase as part of our factoring operations to the LoadPay account without the need for such payments to be processed through traditional payment rails such as ACH transfers.
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.
A key feature of the LoadPay product is our ability to rapidly fund invoices approved for payment through the TriumphPay network or approved for purchase as part of our factoring operations to the LoadPay account without the need for such payments to be processed through traditional payment rails such as ACH transfers.
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 strive to ensure our team members have access to working conditions that provide a safe and healthy environment, free from work-related injuries and illnesses. Our locations employ badges and keypads to enter or to enter restricted areas of locations that have a public presence.
We strive to ensure our team members have access to working conditions that provide a safe and healthy environment, free from work-related injuries and illnesses. Our locations employ badges and keypads to enter restricted areas of locations that have a public presence.
TBK Bank operates retail branch networks in three geographic markets, (i) a mid-western division consisting of ten branches in the Quad Cities Metropolitan Area of Iowa and Illinois, together with seven other branches throughout central and northwestern Illinois and one branch in northeastern Illinois, (ii) a western division consisting of thirty-eight branches located throughout Colorado, two branches in far western Kansas and three branches in New Mexico and (iii) a Dallas division consisting of two branches.
TBK Bank operates retail branch networks in three geographic markets, (i) a mid-western division consisting of ten branches in the Quad Cities Metropolitan Area of Iowa and Illinois, together with seven other branches throughout central and northwestern Illinois and one branch in northeastern Illinois, (ii) a western division consisting of thirty-nine branches located throughout Colorado, two branches in far western Kansas and two branches in New Mexico and (iii) a Dallas division consisting of two branches.
As of December 31, 2024, the Company’s subsidiary bank exceeded the capital levels required to be deemed “well capitalized.” Additionally, FDICIA requires bank regulators to take prompt corrective action to resolve problems associated with insured depository institutions. In the event an institution becomes undercapitalized, it must submit a capital restoration plan.
As of December 31, 2025, the Company’s subsidiary bank exceeded the capital levels required to be deemed “well capitalized.” Additionally, FDICIA requires bank regulators to take prompt corrective action to resolve problems associated with insured depository institutions. In the event an institution becomes undercapitalized, it must submit a capital restoration plan.
Our equipment loans are typically fully amortizing, fixed rate loans secured by the underlying collateral with a term of three to five years. Equipment lending to transportation clients constituted approximately 95% of our total equipment lending portfolio as of December 31, 2024. Equipment loans are reported within commercial loans in the notes to our consolidated financial statements. Asset-Based Loans .
Our equipment loans are typically fully amortizing, fixed rate loans secured by the underlying collateral with a term of three to five years. Equipment lending to transportation clients constituted approximately 95% of our total equipment lending portfolio as of December 31, 2025. Equipment loans are reported within commercial loans in the notes to our consolidated financial statements. Asset-Based Loans .
Factoring for transportation businesses constituted approximately 97% of our total factoring portfolio at December 31, 2024, calculated based on the gross receivables from the purchase of invoices from such trucking businesses compared to our total gross receivables in the purchase of factored receivables as of such date. The features and pricing of our transportation factoring relationships vary by client type.
Factoring for transportation businesses constituted approximately 97% of our total factoring portfolio at December 31, 2025, calculated based on the gross receivables from the purchase of invoices from such trucking businesses compared to our total gross receivables in the purchase of factored receivables as of such date. The features and pricing of our transportation factoring relationships vary by client type.
Payments 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. The balance of such commercial loans was $0 at December 31, 2024.
Payments 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. The balance of such commercial loans was $0 at December 31, 2025.
With our access to data from our TriumphPay network and other sources, we believe we can develop products and services to offer to logistics service providers, allowing them to better plan for peak periods, competitively source freight capacity, and allocate resources efficiently, thus improving their profitability.
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.
With our access to data from our TriumphPay network and other sources, we believe we can develop products and services to offer to logistics service providers, allowing them to better plan for peak periods, competitively source freight capacity, and allocate resources efficiently, thus improving their profitability.
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.
During 2021, TriumphPay acquired HubTran, Inc., a software platform that offers workflow solutions for the processing and approval of Carrier Invoices for approval by Brokers or purchase by the factoring businesses providing working capital to Carriers ("Factors").
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").
For this purpose, a bank is placed in one of the following five categories based on the bank’s capital: • well-capitalized (at least 5% leverage capital, 6.5% common equity Tier 1 risk-based capital, 8% Tier 1 risk-based capital and 10% total risk-based capital); • adequately capitalized (at least 4% leverage capital, 4.5% common equity Tier 1 risk-based capital, 6% Tier 1 risk-based capital and 8% total risk-based capital); 11 Table of Contents • undercapitalized (less than 4% leverage capital, 4.5% common equity Tier 1 risk-based capital, 6% Tier 1 risk-based capital and 8% total risk-based capital); • significantly undercapitalized (less than 3% leverage capital, 3% common equity Tier 1 risk-based capital, 4% Tier 1 risk-based capital and 6% total risk-based capital); and • critically undercapitalized (less than 2% tangible capital).
For this purpose, a bank is placed in one of the following five categories based on the bank’s capital: • well-capitalized (at least 5% leverage capital, 6.5% common equity Tier 1 risk-based capital, 8% Tier 1 risk-based capital and 10% total risk-based capital); • adequately capitalized (at least 4% leverage capital, 4.5% common equity Tier 1 risk-based capital, 6% Tier 1 risk-based capital and 8% total risk-based capital); • undercapitalized (less than 4% leverage capital, 4.5% common equity Tier 1 risk-based capital, 6% Tier 1 risk-based capital and 8% total risk-based capital); • significantly undercapitalized (less than 3% leverage capital, 3% common equity Tier 1 risk-based capital, 4% Tier 1 risk-based capital and 6% total risk-based capital); and • critically undercapitalized (less than 2% tangible capital).
For our TriumphPay Broker and Shipper clients, for whom we are originating quick pay transactions, we conduct quarterly reviews of the company’s financial statements to monitor the financial condition and performance relative to established guidelines and covenants. 6 Table of Contents Marketing We market our payments services, loans, and other products and services through a variety of channels.
For our Payments Broker and Shipper clients, for whom we are originating quick pay transactions, we conduct quarterly reviews of the client’s financial statements to monitor the financial condition and performance relative to established guidelines and covenants. 6 Table of Contents Marketing We market our payments services, loans, and other products and services through a variety of channels.
TriumphPay connects Brokers, Shippers, Factors and Carriers through forward-thinking solutions that help each party successfully manage the life cycle of invoice presentment for services provided by Carrier through the processing and audit of such invoice to its ultimate payment to the Carrier or the Factor providing working capital to such Carrier.
The Payments 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.
TriumphPay connects Brokers, Shippers, Factors, and Carriers through forward-thinking solutions that help each party successfully process, settle and manage Carrier payments and drive growth. Revenues are derived from transaction fees and interest income on factored receivables and commercial loans related to invoice payments.
The network connects Brokers, Shippers, Factors, and Carriers through forward-thinking solutions that help each party successfully process, settle and manage Carrier payments and drive growth. Revenues are derived from transaction fees and interest income on factored receivables and commercial loans related to invoice payments.
We originate asset-based loans to borrowers to support general working capital needs. Our asset-based loan structure involves advances of loan proceeds against a “borrowing base,” which typically consists of accounts receivable, identified readily marketable inventory or other collateral of the borrower.
We maintain a portfolio of asset-based loans to borrowers to support general working capital needs. Our asset-based loan structure involves advances of loan proceeds against a “borrowing base,” which typically consists of accounts receivable, identified readily marketable inventory or other collateral of the borrower.
This includes doing good in the areas of greatest need – in your community and around the world. 14 Table of Contents • People Make The Difference – In any situation the most important criteria for success are the quality of people and quality of their thinking. • Humility – Model humility in all that you do.
This includes doing good in the areas of greatest need – in your community and around the world. • People Make The Difference – In any situation the most important criteria for success are the quality of people and quality of their thinking. • Humility – Model humility in all that you do.
At December 31, 2024, maximum aggregate outstanding purchases ranged in size from $20 million to $300 million. Typical covenants include minimum tangible net worth, maximum leverage and minimum liquidity. As loans age, the Company requires loan curtailments to reduce our risk involving loans that are not purchased by investors on a timely basis.
At December 31, 2025, maximum aggregate outstanding purchases ranged in size from $25 million to $300 million. Typical covenants include minimum tangible net worth, maximum leverage and minimum liquidity. As loans age, the Company requires loan curtailments to reduce our risk involving loans that are not purchased by investors on a timely basis.
We commenced these operations as part of an acquisition in 2012 and have grown this business from approximately $49.3 million in net funds employed at the time of such acquisition to $925.1 million as of December 31, 2024. In 2024, our factoring business also launched its Factoring as a Service ("FaaS") product.
We commenced these operations as part of an acquisition in 2012 and have grown this business from approximately $49.3 million in net funds employed at the time of such acquisition to $1.149 billion as of December 31, 2025. In 2024, our factoring business also launched its Factoring as a Service ("FaaS") product.
Human Capital Corporate Values As of December 31, 2024, we had 1,553.0 full-time equivalent employees. We are focused on “Helping People Triumph.” It’s our brand purpose and our core values align with that purpose. We believe that our customers, team members, communities and shareholders benefit from it.
Human Capital Corporate Values As of December 31, 2025, we had 1,450.0 full-time equivalent employees. We are focused on “Helping People Triumph.” It’s our brand purpose and our core values align with that purpose. We believe that our customers, team members, communities and shareholders benefit from it.
Following this acquisition, the TriumphPay strategy shifted from a capital-intensive on-balance sheet product with a greater focus on interest income to a network for the trucking industry with a focus on fee revenue.
Following this acquisition, the Payments segment 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 a focus on fee revenue.
The initial impact of adoption of ASU 2016-13 as well as 25% of the quarterly increases in the allowance for credit losses subsequent to adoption of ASU 2016-13 (collectively, the "transition adjustments") will be delayed for two years.
The initial impact of adoption of ASU 2016-13 as well as 25% of the quarterly increases in the allowance for credit losses subsequent to adoption of ASU 2016-13 (collectively, the "transition adjustments") was delayed for two years.
TBK Bank cannot guarantee that it will have the financial ability to pay dividends to Triumph, or if dividends are paid, that they will be sufficient for Triumph Financial to make distributions to stockholders. TBK Bank is not obligated to pay dividends.
TBK Bank cannot guarantee that it will have the financial ability to pay dividends to Triumph, or if dividends are paid, that they will be sufficient for Triumph Financial to make distributions to stockholders.
LoadPay provides a user experience and financial products, including small business checking accounts, tailored to the financial needs of the small trucking companies that are the ultimate payees inside of the TriumphPay network.
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.
The descriptions are qualified in their entirety by reference to the specific statutes and regulations discussed. 7 Table of Contents Bank Holding Company Regulation The Company is a financial holding company registered under the BHC Act and is subject to supervision and regulation by the Federal Reserve.
The descriptions are qualified in their entirety by reference to the specific statutes and regulations discussed. Bank Holding Company Regulation The Company is a financial holding company registered under the BHC Act and is subject to supervision and regulation by the Federal Reserve.
For the year ended December 31, 2024, salaries and employee benefits expense was $219.6 million compared to $210.6 million during the same period a year ago. Expenses related to education, training, executive development, recruiting, and placement are recorded in other noninterest expense.
For the year ended December 31, 2025, salaries and employee benefits expense was $233.9 million compared to $219.6 million during the same period a year ago. Expenses related to education, training, executive development, recruiting, and placement are recorded in other noninterest expense.
The average mortgage loan being purchased by the Company reflects a blend of both Conforming and Government loan characteristics, including an average loan to value ratio ("LTV") of 69%, an average credit score of 727 and an average loan size of $292 thousand. These characteristics illustrate the low risk profile of loans purchased under the mortgage warehouse arrangements.
The average mortgage loan being purchased by the Company reflects a blend of both Conforming and Government loan characteristics, including an average loan to value ratio ("LTV") of 63%, an average credit score of 721 and an average loan size of $245 thousand. These characteristics illustrate the low risk profile of loans purchased under the mortgage warehouse arrangements.
Our bank’s loan operations are also subject to federal laws applicable to credit transactions, such as: • the federal Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers; • the Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; • the Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; • the Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies; • the Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and • the rules and regulations of the various governmental agencies charged with the responsibility of implementing these federal laws.
Other Regulations Interest and other charges that our subsidiary bank collects or contracts for are subject to state usury laws and federal laws concerning interest rates. 13 Table of Contents Our bank’s loan operations are also subject to federal laws applicable to credit transactions, such as: • the federal Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers; • the Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; • the Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; • the Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies; • the Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; and • the rules and regulations of the various governmental agencies charged with the responsibility of implementing these federal laws.
Our non-owner occupied commercial real estate loans are generally secured by income producing property with adequate margins, supported by a history of profitable operations and cash flows and proven operating stability in the case of commercial loans. Our commercial real estate loans and commercial loans are often supported by personal guarantees from the principals of the borrower.
Our non-owner occupied commercial real estate loans are generally secured by income producing property with adequate margins, supported by a history of profitable operations and cash flows and proven operating stability in the case of commercial loans.
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. Payments Our TriumphPay platform is a payments network for the over-the-road trucking industry.
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.
Within such ecosystem we operate our TriumphPay payments platform which connects such parties to streamline and optimize the presentment, audit and payment of transportation invoices, and we act as capital provider to the Carrier industry through our factoring subsidiary, Triumph Financial Services. We have begun to offer data services through our Intelligence offerings.
Within such ecosystem we operate our payments platform which connects such parties to streamline and optimize the presentment, audit and payment of transportation invoices, and we act as capital provider to the Carrier industry through our factoring business. We also offer data services through our Intelligence offerings.
Going forward, Intelligence will operate in a highly specialized niche with unique processes and key performance indicators. Banking Our banking products and services include a variety of traditional banking services offered through our bank subsidiary, TBK Bank.
Our Intelligence division operates in a highly specialized niche with unique processes and key performance indicators. Banking Products and Services Our banking products and services include a variety of traditional banking services offered through our bank subsidiary, TBK Bank.
The elected option did not have a material impact on our capital ratios. 9 Table of Contents Imposition of Liability for Undercapitalized Subsidiaries The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) required each federal banking agency to revise its risk-based capital standards to ensure that those standards take adequate account of interest rate risk, concentration of credit risk and the risks of nontraditional activities, as well as reflect the actual performance and expected risk of loss on multifamily mortgages.
Imposition of Liability for Undercapitalized Subsidiaries The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) required each federal banking agency to revise its risk-based capital standards to ensure that those standards take adequate account of interest rate risk, concentration of credit risk and the risks of nontraditional activities, as well as reflect the actual performance and expected risk of loss on multifamily mortgages.
At December 31, 2024, the Company had 14 mortgage banking company customers with a maximum aggregate exposure of $1.835 billion and an actual aggregate outstanding balance of $1.023 billion.
At December 31, 2025, the Company had 14 mortgage banking company customers with a maximum aggregate exposure of $1.860 billion and an actual aggregate outstanding balance of $1.156 billion.
Expense related to education, training, and executive development was $1.8 million for the year ended December 31, 2024 compared to $1.6 million for the year ended December 31, 2023. This expense reflects our commitment to enhanced investment in the development of our team members year after year.
Expense related to education, training, and executive development was $0.9 million and $1.8 million for the years ended December 31, 2025 and 2024, respectively. This expense reflects our commitment to enhanced investment in the development of our team members year after year.
After two years, the cumulative amount of the transition adjustments will become fixed and will be phased out of the regulatory capital calculations evenly or on a three year period, with 75% recognized in year three, 50% recognized in year four, and 25% recognized in year five. After five years, the temporary regulatory capital benefits will be fully reversed.
After two years, the cumulative amount of the transition adjustments became fixed and was phased out of the regulatory capital calculations evenly over a three year period, with 75% recognized in year three, 50% recognized in year four, and 25% recognized in year five. After five years, the temporary regulatory capital benefits were fully reversed.
We support team members should they wish to continue their education in subjects and fields that are directly related to our operations, activities and objectives. We encourage our team members to pursue educational opportunities that will help improve job performance and professional development.
We strive to recruit top talent from both educational institutions and the broader industry. We support team members should they wish to continue their education in subjects and fields that are directly related to our operations, activities and objectives. We encourage our team members to pursue educational opportunities that will help improve job performance and professional development.
During 2024, we introduced our LoadPay product; a digital bank account developed for Carriers. LoadPay provides a user experience and financial products, including small business checking accounts, tailored to the financial needs of the small trucking companies that are the ultimate payees inside of the TriumphPay network.
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 Payments network.
Notably, the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) provides that the Federal Reserve can assess civil money penalties for such practices or violations which can be as high as $1 million per day. FIRREA contains expansive provisions regarding the scope of individuals and entities against which such penalties may be assessed.
Notably, the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”) provides that the Federal Reserve can assess civil money penalties for such practices or violations which can be as high as $1 million per day.
As a result, how we do business is as important to us as what is achieved through our efforts. That belief forms the basis of the core values our team members honor. They carry those values into the communities where they live and work.
As a result, how we do business is as important to us as what is achieved through our efforts. That belief forms the basis of the core values our team members honor.
We have a responsibility to our customers, communities and each other as team members. Our employees, vendors, business partners and our Board of Directors are held to the highest standards of ethics and are responsible for demonstrating behaviors consistent with those high standards and our core values. Compliance with laws, rules and regulations is only the beginning.
Our employees, vendors, business partners and our Board of Directors are held to the highest standards of ethics and are responsible for demonstrating behaviors consistent with those high standards and our core values. Compliance with laws, rules and regulations is only the beginning.
These activities are focused on our local market areas and some products are offered on a nationwide basis. They generate a stable source of core deposits and a diverse asset base to support our overall operations. Our asset-based lending and equipment lending products are offered on a nationwide basis and generate attractive returns.
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.
We believe our integrated business model distinguishes us from other banks and non-bank financial services companies in the markets in which we operate. As of December 31, 2024, we had consolidated total assets of $5.949 billion, total loans held for investment of $4.547 billion, total deposits of $4.821 billion and total stockholders’ equity of $890.9 million.
We believe our integrated business model distinguishes us from other banks and non-bank financial services companies in the markets in which we operate. As of December 31, 2025, we had consolidated total assets of $6.381 billion, total loans held for investment of $4.991 billion, total deposits of $4.950 billion and total stockholders’ equity of $941.8 million.
As permitted by the interim final rule issued on March 27, 2020, by the federal banking regulatory agencies, we have elected the option to delay the estimated impact on regulatory capital of ASU 2016-13, "Financial Instruments - Credit Loses (Topic 326): Measurement of Credit Losses on Financial Instruments", which was effective January 1, 2020.
Under the rules, we elected to make the one-time permanent election to continue to exclude AOCI from capital. 9 Table of Contents As permitted by the interim final rule issued on March 27, 2020, by the federal banking regulatory agencies, we elected the option to delay the estimated impact on regulatory capital of ASU 2016-13, "Financial Instruments - Credit Loses (Topic 326): Measurement of Credit Losses on Financial Instruments", which was effective January 1, 2020.
We compete with a wide range of regional and national banks located in our market areas as well as non-bank commercial finance and factoring companies on a nationwide basis.
Competitors The bank and non-bank financial services industries in our markets and the surrounding areas are highly competitive. We compete with a wide range of regional and national banks located in our market areas as well as non-bank commercial finance and factoring companies on a nationwide basis.
For each factoring transaction, in addition to a credit evaluation of our client, we also evaluate the creditworthiness of underlying account debtors, because account debtors represent the substantive underlying credit risk.
Our transportation payments products (i.e., factoring and payments) require specialized underwriting processes. For each factoring transaction, in addition to a credit evaluation of our client, we also evaluate the creditworthiness of underlying account debtors, because account debtors represent the substantive underlying credit risk.
For the year ended December 31, 2024, our Banking segment generated 60% of our total revenue (comprised of interest and noninterest income), our Factoring segment generated 30% of our total revenue, our Payments segment generated 10% of our total revenue, and our Intelligence segment generated less than 1% of our total revenue.
For the year ended December 31, 2025, our Banking segment generated 57% of our total segment revenue (comprised of interest and noninterest income), our Factoring segment generated 31% of our total segment revenue, our Payments segment generated 11% of our total segment revenue, and our Intelligence segment generated 1% of our total segment revenue.
Consumer Financial Protection Bureau The Consumer Financial Protection Bureau (“CFPB”) is granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act and certain other statutes.
Any future increases in FDIC insurance premiums may have a material and adverse effect on our earnings. 12 Table of Contents Consumer Financial Protection Bureau The Consumer Financial Protection Bureau (“CFPB”) is granted broad rulemaking, supervisory and enforcement powers under various federal consumer financial protection laws, including the Equal Credit Opportunity Act, Truth in Lending Act, Real Estate Settlement Procedures Act, Fair Credit Reporting Act, Fair Debt Collection Act, the Consumer Financial Privacy provisions of the Gramm-Leach-Bliley Act and certain other statutes.
In addition, our subsidiary bank’s deposit operations are subject to the Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve to implement that act, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services. 13 Table of Contents Concentrated Commercial Real Estate Lending Regulations The Federal Reserve and other federal banking regulatory agencies promulgated guidance governing financial institutions with concentrations in commercial real estate lending.
In addition, our subsidiary bank’s deposit operations are subject to the Electronic Funds Transfer Act and Regulation E issued by the Federal Reserve to implement that act, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services.
With respect to our asset-based loans, in addition to an overall evaluation of the borrower and the transaction considering the applicable criteria set forth above, we also engage in an evaluation of the assets comprising the borrowing base for such loans, to confirm that such assets are readily recoverable and recoverable at rates in excess of the advance rate for such loans. 5 Table of Contents Our transportation payments products (i.e., factoring and TriumphPay) require specialized underwriting processes.
Our commercial real estate loans and commercial loans are often supported by personal guarantees from the principals of the borrower. 5 Table of Contents With respect to our asset-based loans, in addition to an overall evaluation of the borrower and the transaction considering the applicable criteria set forth above, we also engage in an evaluation of the assets comprising the borrowing base for such loans, to confirm that such assets are readily recoverable and recoverable at rates in excess of the advance rate for such loans.
If there are additional bank or financial institution failures or if the FDIC otherwise determines to increase assessment rates, TBK Bank may be required to pay higher FDIC insurance premiums. Any future increases in FDIC insurance premiums may have a material and adverse effect on our earnings.
If there are additional bank or financial institution failures or if the FDIC otherwise determines to increase assessment rates, TBK Bank may be required to pay higher FDIC insurance premiums.
In addition, required deposit balances associated with our commercial loan arrangements and treasury management relationships maintained by our commercial lending clients provide an additional source of deposits. In our community banking markets, we have a network of 63 deposit-taking branch offices. Competitors The bank and non-bank financial services industries in our markets and the surrounding areas are highly competitive.
In addition, required deposit balances associated with our commercial loan arrangements, treasury management relationships maintained by our commercial lending clients, and funds held as part of the payments services provided within our Payments division provide additional sources of deposits. In our community banking markets, we have a network of 63 deposit-taking branch offices.
Factoring 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.
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.
The diversity of Triumph’s team members is a tremendous asset. We are committed to providing equal employment and advancement opportunities to qualified individuals and will not tolerate illegal discrimination or harassment. Team members are expected to immediately report any improper discrimination or harassment to the appropriate supervisor and Human Resources.
We are committed to providing equal employment and advancement opportunities to qualified individuals and will not tolerate illegal discrimination or harassment. Team members are expected to immediately report any improper discrimination or harassment to the appropriate supervisor and Human Resources. In August 2020, our CEO directed the formation of the CEO’s Council on Diversity & Inclusion (“The Council”) at Triumph.
We are committed to providing our team members with applicable rights and certain freedoms, such as good working conditions, open communication, reasonable job security, personal growth opportunities, training and education, and communication of job expectations.
We are committed to providing our team members with applicable rights and certain freedoms, such as good working conditions, open communication, reasonable job security, personal growth opportunities, training and education, and communication of job expectations. 15 Table of Contents Diversity and Inclusion We believe that the right people, in the right roles, with the right skills, immersed in the right culture will lead to our collective success.
Being unique can be difficult, but if it were easy, everyone would do it. • Mission Is More Than Money – Make everything you’re involved in better.
Success that endures is built upon a long-term perspective. • Unique Is Good – Be aware of following the crowd. Being unique can be difficult, but if it were easy, everyone would do it. • Mission Is More Than Money – Make everything you’re involved in better.
Based on current census data and team member demographics, females represent 61% of the Company’s employee base, 65% of our management structure through vice president, and 33% of management, senior vice president and above. This compares to 50% female representation in the related communities in which our businesses reside.
Based on current census data and team member demographics, females represent 62% of the Company’s employee base, 65% of our management structure through vice president, and 32% of management, senior vice president and above.
The Company is also subject to reporting and disclosure requirements under state and federal securities laws. 8 Table of Contents Rules on Regulatory Capital Regulatory capital rules pursuant to the Basel III requirements, released in July 2013, implemented higher minimum capital requirements for bank holding companies and banks.
Rules on Regulatory Capital Regulatory capital rules pursuant to the Basel III requirements, released in July 2013, implemented higher minimum capital requirements for bank holding companies and banks.
When considering credit, we take into account social and governance issues as we evaluate individual businesses. We seek to understand issues related to Boards, shareholders, principals and management, including factors that would speak to character and/or ethical concerns. These factors impact our risk grading and our overall willingness to enter into relationship with Borrowers.
We seek to understand issues related to Boards, shareholders, principals and management, including factors that would speak to character and/or ethical concerns. These factors impact our risk grading and our overall willingness to enter into relationship with Borrowers. For certain types of credits, environmental issues or potential issues are also considered.
In general, we evaluate each credit or transaction on its individual merits, with larger deals receiving more attention and deeper analysis.
In general, we evaluate each credit or transaction on its individual merits, with larger deals receiving more attention and deeper analysis. Our underwriting process regularly looks at governance issues and seeks to incorporate relevant industry risks.
Effective January, 1, 2025, we merged Triumph Financial Services LLC, the entity though which we previously conducted all of our factoring operations, with and into TBK Bank, SSB. At December 31, 2024, our business is primarily focused on providing financial services to participants in the for-hire trucking ecosystem in the United States, including Brokers, Shippers, Factors and Carriers.
At December 31, 2025, our business is primarily focused on providing financial services to participants in the for-hire trucking ecosystem in the United States, including Brokers, Shippers, Factors and Carriers.
Under the final rule, investors can hold up to 24.9% of the voting securities and up to 33% of the total equity of a company without necessarily having a controlling influence. 10 Table of Contents Anti-Tying Restrictions Bank holding companies and their affiliates are prohibited from tying the provision of certain services, such as extensions of credit, to other services offered by a holding company or its affiliates.
Anti-Tying Restrictions Bank holding companies and their affiliates are prohibited from tying the provision of certain services, such as extensions of credit, to other services offered by a holding company or its affiliates.
Restrictions on Transactions with Affiliates Section 23A of the Federal Reserve Act imposes quantitative and qualitative limits on transactions between a bank and any affiliate and requires certain levels of collateral for such loans. It also limits the amount of advances to third parties which are collateralized by the securities or obligations of the Company.
TBK Bank is not obligated to pay dividends. 11 Table of Contents Restrictions on Transactions with Affiliates Section 23A of the Federal Reserve Act imposes quantitative and qualitative limits on transactions between a bank and any affiliate and requires certain levels of collateral for such loans.
Customers generally may prevent financial institutions from sharing personal financial information with nonaffiliated third parties except for third parties that market the institutions’ own products and services.
Customers generally may prevent financial institutions from sharing personal financial information with nonaffiliated third parties except for third parties that market the institutions’ own products and services. Additionally, financial institutions generally may not disclose consumer account numbers to any nonaffiliated third-party for use in telemarketing, direct mail marketing or other marketing through electronic mail to consumers.
Recruiting and placement expense was $0.8 million for the years ended December 31, 2024 and 2023. In recent years, we have put an increased focus on the use of internal recruiting resources to address staffing demands to support the growth of the organization and a more competitive macro labor market.
In recent years, we have put an increased focus on the use of internal recruiting resources to address staffing demands to support the growth of the organization and a more competitive macro labor market. 16 Table of Contents Environmental Matters Triumph recognizes that our activities may have an impact on our planet.
Environmental Matters Triumph recognizes that our activities may have an impact on our planet. We are committed to sustainable finance, balancing environmental stewardship with responsible business operations, and complying with all applicable laws. We recognize that we have a responsibility to conduct our operations in a sustainable, responsible manner.
We are focused on sustainable finance, balancing environmental stewardship with responsible business operations, and complying with all applicable laws. We believe in conducting our operations in a sustainable, responsible manner.
Potential environmental concerns related to a property and/or the business operating within the property materially impact the Bank’s deal structure and willingness to provide financing. In some instances, the Bank requires funds be set aside for site remediation in order to move forward on a transaction. Available Information The Company’s internet address is www.tfin.com .
In some instances, the Bank requires funds be set aside for site remediation in order to move forward on a transaction. Available Information The Company’s internet address is triumph.io .
Annual Reporting and Examinations The Company is required to file annual and quarterly reports with the Federal Reserve and such additional information as the Federal Reserve may require pursuant to the BHC Act. The Federal Reserve may examine a bank holding company or any of its subsidiaries and charge the bank holding company for the cost of such an examination.
The Federal Reserve may examine a bank holding company or any of its subsidiaries and charge the bank holding company for the cost of such an examination. The Company is also subject to reporting and disclosure requirements under state and federal securities laws.
The following summarizes certain material relevant laws, rules and regulations governing banks and bank holding companies, but does not purport to be a complete summary of all applicable laws, rules and regulations governing banks.
We cannot predict whether or in what form any proposed regulation or statute will be adopted or the extent to which any of our businesses may be affected by any new regulation or statute. 7 Table of Contents The following summarizes certain material relevant laws, rules and regulations governing banks and bank holding companies, but does not purport to be a complete summary of all applicable laws, rules and regulations governing banks.
As for ethnic minority representation across the Company, ethnic minorities represent 43% of our employee base, 31% of our management structure through vice president, and 12% of our management structure between senior vice president and executive.
As for ethnic minority representation across the Company, ethnic minorities represent 42% of our employee base, 29% of our management structure through vice president, and 11% of our management structure between senior vice president and executive. Employee Recruitment, Development and Retention Our success is a direct reflection of our ability to attract and retain the best and highest-performing talent.
Put the needs of others and the needs of the team before promoting your own agenda. • Invest For The Future – Do not allow the immediate to crowd out the important. Success that endures is built upon a long-term perspective. • Unique Is Good – Be aware of following the crowd.
Open communication is the foundation of strong relationships. • Respect – Treat others as you want to be treated. Put the needs of others and the needs of the team before promoting your own agenda. • Invest For The Future – Do not allow the immediate to crowd out the important.
Additionally, financial institutions generally may not disclose consumer account numbers to any nonaffiliated third-party for use in telemarketing, direct mail marketing or other marketing through electronic mail to consumers. 12 Table of Contents The USA PATRIOT Act, International Money Laundering Abatement and Financial Anti-Terrorism Act and Bank Secrecy Act A major focus of governmental policy on financial institutions has been aimed at combating money laundering and terrorist financing.
The USA PATRIOT Act, International Money Laundering Abatement and Financial Anti-Terrorism Act and Bank Secrecy Act A major focus of governmental policy on financial institutions has been aimed at combating money laundering and terrorist financing.
Liquid credit loans are reported within commercial loans in the notes to our consolidated financial statements. Factoring We offer factoring services to our customers across a variety of industries, with a focus in transportation factoring.
We also maintain a portfolio of broadly syndicated leveraged loans secured by a variety of collateral types. Liquid credit loans are reported within commercial loans in the notes to our consolidated financial statements.
TFIN expects these values to be applied globally and by those we do business with. T-R-I-U-M-P-H • Transparency – Communicate the truth consistently, directly and professionally. Open communication is the foundation of strong relationships. • Respect – Treat others as you want to be treated.
As stated in our Board approved Code of Business Conduct & Ethics, we expect these same standards to apply to all stakeholders, to our interactions with customers, vendors and independent contractors. TFIN expects these values to be applied globally and by those we do business with. T-R-I-U-M-P-H • Transparency – Communicate the truth consistently, directly and professionally.
For certain types of credits, environmental issues or potential issues are also considered. For example, on real estate deals, we require environmental due diligence in accordance with our policy to understand the environmental risks associated with the transaction.
For example, on real estate deals, we require environmental due diligence in accordance with our policy to understand the environmental risks associated with the transaction. Potential environmental concerns related to a property and/or the business operating within the property materially impact the Bank’s deal structure and willingness to provide financing.
We dedicate ourselves to creating an environment where we value and listen to everyone with humility and we act with respect regardless of gender, race, creed, orientation, or background. An important way we invest in our future is by building a team of diverse individuals at every level of business or relationship.
Building a better tomorrow includes celebrating the uniqueness of our team members, customers, partners, and communities while promoting a culture of understanding and acceptance. We dedicate ourselves to creating an environment where we value and listen to everyone with humility and we act with respect regardless of gender, race, creed, orientation, or background.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf rapid loan growth were to resume, and we are unable to successfully grow transactional deposits organically or through mergers and acquisitions, we will likely be required to rely on higher cost sources of funding, such as certificates of deposit, to fund continued loan growth, which could have an adverse effect on our business, financial condition and results of operations. 36 Table of Contents Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, pay dividends to our stockholders or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.
Biggest changeIf rapid loan growth were to resume, and we are unable to successfully grow transactional deposits organically or through mergers and acquisitions, we will likely be required to rely on higher cost sources of funding, such as certificates of deposit, to fund continued loan growth, which could have an adverse effect on our business, financial condition and results of operations.
Our inability to overcome these risks could have an adverse effect on our profitability, return on equity and return on assets, our ability to implement our business strategy and enhance stockholder value, which, in turn, could have an adverse effect on our business, financial condition and results of operations. 24 Table of Contents Our acquisition history and any future acquisitions may make it difficult for investors to evaluate our business, financial condition and results of operations and also impairs our ability to accurately forecast our future performance.
Our inability to overcome these risks could have an adverse effect on our profitability, return on equity and return on assets, and our ability to implement our business strategy and enhance stockholder value, which, in turn, could have an adverse effect on our business, financial condition and results of operations. 24 Table of Contents Our acquisition history and any future acquisitions may make it difficult for investors to evaluate our business, financial condition and results of operations and also impairs our ability to accurately forecast our future performance.
We may not experience the same levels of success with respect to our customer acquisition strategies as seen in prior periods, and if the costs associated with acquiring new customers materially rises in the future, our expenses may rise significantly. 26 Table of Contents Our current customer base consists primarily of third party logistics companies, or Brokers, making payments to their Carriers through our TriumphPay platform, as well as Brokers and Factors that process their invoices for payment or purchase, as applicable, through the audit functionality on the TriumphPay platform.
We may not experience the same levels of success with respect to our customer acquisition strategies as seen in prior periods, and if the costs associated with acquiring new customers materially rises in the future, our expenses may rise significantly. 26 Table of Contents Our current customer base consists primarily of third party logistics companies, or Brokers, making payments to their Carriers through our payments platform, as well as Brokers and Factors that process their invoices for payment or purchase, as applicable, through the audit functionality on the payments platform.
We intend to continue to pursue growth within each of our target customer markets (Broker, Shipper and Factor) and to seek to convert customers using only a portion of the TriumphPay functionality (payments or audit), to use the other services on the TriumphPay platform to conduct end to end integrated payments transactions that create benefit for the other parties to the payment transaction on the platform, and to continue exploring the use and deployment of artificial intelligence as well as other new technology tools on the platform.
We intend to continue to pursue growth within each of our target customer markets (Broker, Shipper and Factor) and to seek to convert customers using only a portion of the payments platform functionality (payments or audit), to use the other services on the payments platform to conduct end to end integrated payments transactions that create benefit for the other parties to the payment transaction on the platform, and to continue exploring the use and deployment of artificial intelligence as well as other new technology tools on the platform.
If any security breach involving our systems or the systems of third parties that store or process our data or significant denial-of-service or other cyber-attack occurs or is believed to have occurred, our reputation and brand could be damaged, we could be required to expend significant capital and other resources to alleviate problems caused by such actual or perceived breaches or attacks and remediate our systems.
If any material security breach involving our systems or the systems of third parties that store or process our data or significant denial-of-service or other cyber-attack occurs or is believed to have occurred, our reputation and brand could be damaged, we could be required to expend significant capital and other resources to alleviate problems caused by such actual or perceived breaches or attacks and remediate our systems.
Summary Our risk factors can be broadly summarized by the following categories: • Economic Risks • Credit and Interest Rate Risks • Strategic Risks • Transportation Concentration Risks • Risks Relating to our Payments Business • Operational Risks • Risks Relating to the Regulation of Our Industry • Risks Relating to the Company’s Common Stock • General Risks While not an exhaustive list, our risk factors are generally designed to address the following factors: • 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; • risks related to our Payments, Intelligence, and Factoring business and the associated growth in such product line; • credit risk associated with our loan portfolio; • lack of seasoning in our Payments business; • 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 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; 18 Table of Contents • 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 and failures to maintain our information technology infrastructure; • cybersecurity risk, including 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; • 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 including tariffs; • changes in the scope and cost of FDIC, insurance and other coverages; • failure to receive regulatory approval for future acquisitions; • increases in our capital requirements; and • the impact of a global pandemic on our business The foregoing factors should not be construed as exhaustive.
Summary Our risk factors can be broadly summarized by the following categories: • Economic Risks • Credit and Interest Rate Risks • Strategic Risks • Transportation Concentration Risks • Risks Relating to our Payments and Intelligence Businesses • Operational Risks • Risks Relating to the Regulation of Our Industry • Risks Relating to the Company’s Common Stock • General Risks While not an exhaustive list, our risk factors are generally designed to address the following factors: • 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; • risks related to our Payments, Intelligence, and Factoring business and the associated growth in such product lines; • credit risk associated with our loan portfolio; • lack of seasoning in our Payments business; • 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 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; 18 Table of Contents • 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 and failures to maintain our information technology infrastructure; • cybersecurity risk, including 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; • 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 including tariffs; • changes in the scope and cost of FDIC, insurance and other coverages; • failure to receive regulatory approval for future acquisitions; • increases in our capital requirements; and • the impact of a global pandemic on our business.
Even if we succeed in adding new customers to our platform and retaining existing customers, our growth prospects and strategic outlook depend on adoption by our customers for the full TriumphPay functionality to conduct end to end integrated payments transactions for which we will earn fee income based on transaction volume.
Even if we succeed in adding new customers to our platform and retaining existing customers, our growth prospects and strategic outlook depend on adoption by our customers for the full payments platform functionality to conduct end to end integrated payments transactions for which we will earn fee income based on transaction volume.
Many factors impact interest rates, including governmental monetary policies, inflation, recession, changes in unemployment, the money supply and international disorder and instability in domestic and foreign financial markets. Interest rate increases often result in larger payment requirements for our borrowers, which increases the potential for default.
Many factors impact interest rates, including governmental monetary policies, inflation, recession, changes in unemployment, the money supply and disorder and instability in domestic and foreign financial markets. Interest rate increases often result in larger payment requirements for our borrowers, which increases the potential for default.
We may engage in acquisitions in the future. Our previous acquisitions may make it more difficult for investors to evaluate historical trends in our financial results and operating performance, as the impact of such acquisitions make it more difficult to identify organic trends that would be reflected absent such acquisitions.
We may engage in acquisitions in the future. Our previous acquisitions may make it more difficult for investors to evaluate historical trends in our financial results and operating performance, as the impact of such acquisitions makes it more difficult to identify organic trends that would be reflected absent such acquisitions.
In the event of cyberattacks impacting our transportation payments business (i.e., Factoring and TriumphPay), such attacks may result in payment diversions or other events that could cause us financial loss, which could be material given the payment volumes of such businesses.
In the event of cyberattacks impacting our transportation payments business (i.e., Factoring and Payments), such attacks may result in payment diversions or other events that could cause us financial loss, which could be material given the payment volumes of such businesses.
Our business is currently based on contract terms for our products for Brokers and Shippers making payments to their Carriers on the TriumphPay platform, and are generally month to month for Factors and Brokers processing their invoices for payment or purchase, as applicable through the audit functionality on the TriumphPay platform.
Our business is currently based on contract terms for our products for Brokers and Shippers making payments to their Carriers on the payments platform, and are generally month to month for Factors and Brokers processing their invoices for payment or purchase, as applicable, through the audit functionality on the payments platform.
Our growth prospects and strategic outlook depend in part on adoption of the full TriumphPay functionality to conduct end to end integrated payments transactions that create benefit for the other parties to the payment transaction on the platform.
Our growth prospects and strategic outlook depend in part on adoption of the full payments platform functionality to conduct end to end integrated payments transactions that create benefit for the other parties to the payment transaction on the platform.
At December 31, 2024 we had issued and outstanding 45,000 shares of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock, with an aggregate liquidation preference of $45 million (the “Series C Preferred Stock”), which is held by investors in through 1,800,000 depositary shares, each representing a 1/40th ownership interest in a share of the Series C Preferred Stock.
At December 31, 2025 we had issued and outstanding 45,000 shares of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock, with an aggregate liquidation preference of $45 million (the “Series C Preferred Stock”), which is held by investors in through 1,800,000 depositary shares, each representing a 1/40th ownership interest in a share of the Series C Preferred Stock.
Based on our commercial real estate concentration as of December 31, 2024, we believe that we are operating within the guidelines. However, increases in our commercial real estate lending could subject us to additional supervisory analysis. We cannot guarantee that any risk management practices we implement will be effective to prevent losses relating to our commercial real estate portfolio.
Based on our commercial real estate concentration as of December 31, 2025, we believe that we are operating within the guidelines. However, increases in our commercial real estate lending could subject us to additional supervisory analysis. We cannot guarantee that any risk management practices we implement will be effective to prevent losses relating to our commercial real estate portfolio.
Growth of our businesses focused on the transportation industry, in particular our transportation factoring and TriumphPay operations, are a key strategic focus for the Company. The occurrence of any of such events as described above resulting from factors negatively impacting the transportation industry may have an adverse effect on our strategic plans, business, financial condition and results of operations.
Growth of our businesses focused on the transportation industry, in particular our transportation factoring and payments operations, are a key strategic focus for the Company. The occurrence of any of such events as described above resulting from factors negatively impacting the transportation industry may have an adverse effect on our strategic plans, business, financial condition and results of operations.
For example, reductions in economic activity reducing the volume of goods in commerce, changes in the spot rate market for transportation, the impact of any imposed tariffs, and other factors impacting Carriers in the over the road transportation business, such as the cost of insurance, may influence both the size of invoices we are able to purchase in our transportation business (both in traditional factoring as well as factoring transactions being originated through TriumphPay) as well as the number of Carriers engaged in this business and their utilization of available capacity.
For example, reductions in economic activity reducing the volume of goods in commerce, changes in the spot rate market for transportation, the impact of any imposed tariffs, and other factors impacting Carriers in the over the road transportation business, such as the cost of insurance, may influence both the size of invoices we are able to purchase in our transportation business (both in traditional factoring as well as factoring transactions being originated through our Payments segment) as well as the number of Carriers engaged in this business and their utilization of available capacity.
Negative trends in such items will directly correlate with a reduction in our net funds employed from transportation factored receivables and with reduced revenues from our Factoring and TriumphPay operations.
Negative trends in such items will directly correlate with a reduction in our net funds employed from transportation factored receivables and with reduced revenues from our Factoring and Payments operations.
Losses from such fraudulent activity could have a material impact on our business, financial condition and results of operations. 20 Table of Contents Our commercial finance clients, particularly with respect to our factoring business and asset-based lending product lines, may lack the operating history, cash flows or balance sheet necessary to support other financing options and may expose us to additional credit risk, especially if our additional controls for such products are ineffective in mitigating such additional risks.
Losses from such fraudulent activity or otherwise related to identifying, securing, and liquidating such collateral could have a material impact on our business, financial condition and results of operations. 20 Table of Contents Our commercial finance clients, particularly with respect to our factoring business and asset-based lending product lines, may lack the operating history, cash flows or balance sheet necessary to support other financing options and may expose us to additional credit risk, especially if our additional controls for such products are ineffective in mitigating such additional risks.
This summary of risk factors should be read in conjunction with the more detailed risk factors below. Economic Risks As a business operating in the bank and non-bank financial services industries, our business and operations may be adversely affected in numerous and complex ways by weak economic conditions.
The foregoing factors should not be construed as exhaustive. This summary of risk factors should be read in conjunction with the more detailed risk factors below. Economic Risks As a business operating in the bank and non-bank financial services industries, our business and operations may be adversely affected in numerous and complex ways by weak economic conditions.
We have concluded that, based on the level of positive evidence, it is more likely than not that at December 31, 2024 all but $0.3 million which is recorded as a valuation allowance of the deferred tax asset will be realized. At December 31, 2024, net deferred tax assets were approximately $13.6 million.
We have concluded that, based on the level of positive evidence, it is more likely than not that at December 31, 2025 all but $0.3 million which is recorded as a valuation allowance of the deferred tax asset will be realized. At December 31, 2025, net deferred tax assets were approximately $0.2 million.
A substantial portion of our revenues are derived from the transportation industry, including our transportation factoring business, our TriumphPay operations, and our equipment finance lending, which are focused on the transportation sector.
A substantial portion of our revenues are derived from the transportation industry, including our transportation factoring business, our payments and intelligence operations, and our equipment finance lending, which are focused on the transportation sector.
For the year ended December 31, 2024, we estimate that approximately 48% percent of our revenues were derived from the transportation industry, and as of December 31, 2024, 97% of our period end factored receivables portfolio consisted of invoices purchased from transportation clients.
For the year ended December 31, 2025, we estimate that approximately 42% percent of our revenues were derived from the transportation industry, and as of December 31, 2025, 97% of our period end factored receivables portfolio consisted of invoices purchased from transportation clients.
We are also restricted from paying dividends on our common stock if we do not pay dividends on our Series C Preferred Stock for the same dividend period or if we are in deferral with respect to interest payments on our junior subordinated debentures (and the related trust preferred securities). 43 Table of Contents Our board of directors intends to retain all of our earnings to promote growth and build capital.
We are also restricted from paying dividends on our common stock if we do not pay dividends on our Series C Preferred Stock for the same dividend period or if we are in deferral with respect to interest payments on our junior subordinated debentures (and the related trust preferred securities). 43 Table of Contents Our board of directors intends to retain all of our earnings to promote growth and build capital, or to deploy a portion of such earnings through share repurchase programs.
In addition to the factors discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in the risk factors below, global economic and geopolitical conditions and additional or unforeseen circumstances, developments, or events may give rise to or amplify many of the risks discussed below.Some statements in the following risk factors constitute forward-looking statements.
In addition to the factors discussed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in the risk factors below, global economic and geopolitical conditions and additional or unforeseen circumstances, developments, or events may give rise to or amplify many of the risks discussed below.
In the event that we conclude that all or a portion of our intangible assets may be impaired, a non-cash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital. At December 31, 2024, we had intangible assets of $16.3 million, representing approximately 2% of total equity.
In the event that we conclude that all or a portion of our intangible assets may be impaired, a non-cash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital. At December 31, 2025, we had intangible assets of $47.9 million, representing approximately 5% of total equity.
In the event that we conclude that all or a portion of our goodwill may be impaired, a non-cash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital. At December 31, 2024, we had goodwill of $241.9 million, representing approximately 27% of total equity.
In the event that we conclude that all or a portion of our goodwill may be impaired, a non-cash charge for the amount of such impairment would be recorded to earnings. Such a charge would have no impact on tangible capital. At December 31, 2025, we had goodwill of $355.3 million, representing approximately 38% of total equity.
At December 31, 2024, we held no OREO. In the event the amount of OREO should increase due to an increase in defaults on bank loans, our losses and the costs and expenses to maintain the real estate, likewise would increase.
At December 31, 2025, we held $10.2 million of OREO. In the event the amount of OREO should increase due to an increase in defaults on bank loans, our losses and the costs and expenses to maintain the real estate likewise would increase.
Holders of our indebtedness and preferred stock have rights that are senior to those of our common stockholders. As of December 31, 2024, we had $69.7 million outstanding in subordinated notes issued by our holding company and $42.4 million outstanding in junior subordinated debentures that are held by statutory trusts which issued trust preferred securities to investors.
Holders of our indebtedness and preferred stock have rights that are senior to those of our common stockholders. As of December 31, 2025, we had $69.9 million outstanding in subordinated notes issued by our holding company and $43.0 million outstanding in junior subordinated debentures that are held by statutory trusts which issued trust preferred securities to investors.
The ACL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset. 22 Table of Contents As of December 31, 2024, our ACL as a percentage of total loans was 0.90% and as a percentage of total nonperforming loans was 35.93%.
The ACL may be zero if the fair value of the collateral at the measurement date exceeds the amortized cost basis of the financial asset. 22 Table of Contents As of December 31, 2025, our ACL as a percentage of total loans was 0.73% and as a percentage of total nonperforming loans was 63.44%.
As of December 31, 2024, we had investments with a net carrying amount of $1.9 million in the subordinated notes of three CLOs. In addition, we have historically, and may in the future, invest in the subordinated notes or preference shares of CLO warehouse financing structures.
As of December 31, 2025, we had investments with a net carrying amount of $1.6 million in the subordinated notes of CLOs. 37 Table of Contents In addition, we have historically, and may in the future, invest in the subordinated notes or preference shares of CLO warehouse financing structures.
Additional factors related to the credit quality of commercial loans include the quality of the management of the business and the borrower’s ability both to properly evaluate changes in the supply and demand characteristics affecting our market for products and services and to effectively respond to those changes.
Additional factors related to the credit quality of commercial loans include the quality of the management of the business and the borrower’s ability both to properly evaluate changes in the supply and demand characteristics affecting their businesses and to effectively respond to those changes.
As of December 31, 2024, approximately $1.328 billion, or 27.5%, of our deposits consisted of interest-bearing demand deposits and money market accounts. Based on past experience, we believe that our deposit accounts are a relatively stable sources of funds.
As of December 31, 2025, approximately $1.453 billion, or 29.4%, of our deposits consisted of interest-bearing demand deposits and money market accounts. Based on past experience, we believe that our deposit accounts are a relatively stable sources of funds.
Although we generally expect CLO warehouse arrangements to last approximately six to nine months before a CLO is issued, the CLO issuer may not be able to complete the issuance within the expected time frame or at all.
Although we generally expect CLO warehouse arrangements to last approximately six to nine months before a CLO is issued, the CLO issuer may not be able to complete the issuance within the expected time frame or at all. We did not hold any CLO warehouse investments as of December 31, 2025.
The amount of our nonperforming assets may increase significantly, which could result in additional losses and costs that will negatively affect our operations. At December 31, 2024, we had a total of approximately $120.3 million of nonperforming assets, constituting approximately 2.02% of total assets.
The amount of our nonperforming assets may increase significantly, which could result in additional losses and costs that will negatively affect our operations. At December 31, 2025, we had a total of approximately $69.9 million of nonperforming assets, constituting approximately 1.10% of total assets.
The extent to a pandemic outbreak impacts our business, results of operations and financial condition would depend on future developments, which would be highly uncertain and difficult to predict, including, but not limited to, the duration and spread of the outbreak and its variants, its severity, the actions to contain the virus or treat its impact, the effectiveness of vaccination programs for the virus, and how quickly and to what extent normal economic and operating conditions could resume.
There is no certainty that such measures would be sufficient to mitigate the risks posed by a pandemic or would otherwise be satisfactory to government authorities. 47 Table of Contents The extent to a pandemic outbreak impacts our business, results of operations and financial condition would depend on future developments, which would be highly uncertain and difficult to predict, including, but not limited to, the duration and spread of the outbreak and its variants, its severity, the actions to contain the virus or treat its impact, the effectiveness of vaccination programs for the virus, and how quickly and to what extent normal economic and operating conditions could resume.
As of December 31, 2024, the carrying value of our investment securities portfolio was as follows: (Dollars in thousands) Debt securities - available for sale $ 381,561 Debt securities - held to maturity, net 1,876 Equity securities with readily determinable fair values 4,445 Equity securities without readily determinable fair values 81,970 $ 469,852 44 Table of Contents Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of these securities.
As of December 31, 2025, the carrying value of our investment securities portfolio was as follows: (Dollars in thousands) Debt securities - available for sale $ 364,277 Debt securities - held to maturity, net 1,550 Equity securities with readily determinable fair values 4,588 Equity securities without readily determinable fair values 84,450 $ 454,865 44 Table of Contents Factors beyond our control can significantly influence the fair value of securities in our portfolio and can cause potential adverse changes to the fair value of these securities.
Please refer to “Cautionary Note Regarding Forward-Looking Statements” in Item 7 of this report.
Some statements in the following risk factors constitute forward-looking statements. Please refer to “Cautionary Note Regarding Forward-Looking Statements” in Item 7 of this report.
Many of these regulations are intended to protect depositors, the public or the FDIC insurance funds, not stockholders. Regulatory requirements affect our lending practices, capital structure, investment practices, dividend policy and many other aspects of our business. There are laws and regulations which restrict transactions between us and our subsidiaries.
Regulatory requirements affect our lending practices, capital structure, investment practices, dividend policy and many other aspects of our business. There are laws and regulations which restrict transactions between us and our subsidiaries.
As a financial holding company, we are subject to federal supervision and regulation. Federal regulation of the banking industry, along with tax and accounting laws, regulations, rules and standards, may limit our operations significantly and control the methods by which we conduct business, as they limit those of other banking organizations.
Federal regulation of the banking industry, along with tax and accounting laws, regulations, rules and standards, may limit our operations significantly and control the methods by which we conduct business, as they limit those of other banking organizations. Many of these regulations are intended to protect depositors, the public or the FDIC insurance funds, not stockholders.
Even after the outbreak subsided, we could continue to experience materially adverse impacts to our business as a result of the virus’s global economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that could occur in the future. 47 Table of Contents The ultimate impact of an outbreak is highly uncertain and it would be difficult to know the full extent of the impacts on our business, our operations or the global economy as a whole.
Even after the outbreak subsided, we could continue to experience materially adverse impacts to our business as a result of the virus’s global economic impact, including the availability of credit, adverse impacts on our liquidity and any recession that could occur in the future.
We are subject to extensive regulation by multiple regulatory bodies. These regulations may affect the manner and terms of delivery of our services. If we do not comply with governmental regulations, we may be subject to fines, penalties, lawsuits or material restrictions on our businesses in the jurisdiction where the violation occurred, which may adversely affect our business operations.
If we do not comply with governmental regulations, we may be subject to fines, penalties, lawsuits or material restrictions on our businesses in the jurisdiction where the violation occurred, which may adversely affect our business operations. Changes in these regulations can significantly affect the services that we provide as well as our costs of compliance with such regulations.
If any regulatory agency’s assessment of the quality of our assets differs from our assessment, we may be required to take additional charges that would have the effect of materially reducing our earnings, capital ratios and share price. 38 Table of Contents Legislative and regulatory actions taken now or in the future may increase our costs and impact our business, governance structure, financial condition or results of operations.
If any regulatory agency’s assessment of the quality of our assets differs from our assessment, we may be required to take additional charges that would have the effect of materially reducing our earnings, capital ratios and share price.
The ongoing broad rulemaking powers of the CFPB and its UDAAP authority have the potential to have a significant impact on the operations of financial institutions offering consumer financial products or services. If the CFPB’s actions related to current and proposed regulations limit our ability to provide financial products or services, it may have an adverse effect on our business.
The ongoing broad rulemaking powers of the CFPB and its UDAAP authority have the potential to have a significant impact on the operations of financial institutions offering consumer financial products or services.
We did not hold any CLO warehouse investments as of December 31, 2024. 37 Table of Contents Risks Relating to the Regulation of Our Industry Our business, financial condition, results of operations and future prospects could be adversely affected by the highly regulated environment in which we operate.
Risks Relating to the Regulation of Our Industry Our business, financial condition, results of operations and future prospects could be adversely affected by the highly regulated environment in which we operate. As a financial holding company, we are subject to federal supervision and regulation.
In addition, regulators may elect to alter the standards or the interpretation of the standards used to measure regulatory compliance or used to determine the adequacy of liquidity, certain risk management or other operational practices for bank or non-bank financial services companies.
If the CFPB’s actions related to current and proposed regulations limit our ability to provide financial products or services, it may have an adverse effect on our business. 38 Table of Contents In addition, regulators may elect to alter the standards or the interpretation of the standards used to measure regulatory compliance or used to determine the adequacy of liquidity, certain risk management or other operational practices for bank or non-bank financial services companies.
Prior to 2020, our loan portfolio grew at a faster rate than our ability to organically grow transactional deposits in our community banking markets, and we offset that trend in part through acquiring additional banks with excess liquidity. We have recently been more selective with regard to loan growth and expanded our efforts to grow transactional deposits organically.
If we increase interest rates paid to retain deposits, our earnings may be adversely affected, which could have an adverse effect on our business, financial condition and results of operations. 36 Table of Contents Prior to 2020, our loan portfolio grew at a faster rate than our ability to organically grow transactional deposits in our community banking markets, and we offset that trend in part through acquiring additional banks with excess liquidity.
Changes in these regulations can significantly affect the services that we provide as well as our costs of compliance with such regulations. In addition, adverse publicity and damage to our reputation arising from the failure or perceived failure to comply with legal, regulatory or contractual requirements could affect our ability to attract and retain customers.
In addition, adverse publicity and damage to our reputation arising from the failure or perceived failure to comply with legal, regulatory or contractual requirements could affect our ability to attract and retain customers. Government regulatory agencies and political bodies continue to place increased focus and scrutiny on the bank or nonbank financial services industries.
Our Intelligence division was established in the fourth quarter of 2024 and has no material activity or operational history to date. These businesses operate in rapidly evolving industries.
Our Intelligence division was established in the fourth quarter of 2024, was supplemented by our acquisition of Greenscreens AI Inc. in the second quarter of 2025, an also has a limited operating history. These businesses operate in rapidly evolving industries.
However, any effects could have a material impact on our results of operations and heighten many of our known risks described herein. ITEM 1B. UNRESOLVED STAFF COMMENTS. None.
The ultimate impact of an outbreak is highly uncertain and it would be difficult to know the full extent of the impacts on our business, our operations or the global economy as a whole. However, any effects could have a material impact on our results of operations and heighten many of our known risks described herein. ITEM 1B.
Consequently, we could incur losses up to the full amount of the Misdirected Payments in such event, which could be material to our business, financial condition and results of operations.
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.
Government regulatory agencies and political bodies continue to place increased focus and scrutiny on the bank or nonbank financial services industries. New proposals for legislation may be introduced in the U.S.
New proposals for legislation may be introduced in the U.S.
Removed
If we increase interest rates paid to retain deposits, our earnings may be adversely affected, which could have an adverse effect on our business, financial condition and results of operations.
Added
We have recently been more selective with regard to loan growth and expanded our efforts to grow transactional deposits organically.
Removed
We are party to a lawsuit in the United States Court of Federal Claims seeking a ruling that the United States Postal Service (“USPS”) is obligated to make payment to us with respect to invoices, net of customer reserves, totaling approximately $19.4 million that it separately paid to our customer, a vendor to the USPS who hauls mail pursuant to contracts it has with such entity, in violation of notices provided to the USPS that such payments were to be made directly to us (the “Misdirected Payments”).
Added
Any decline in available funding could adversely impact our ability to originate loans, invest in securities, meet our expenses, pay dividends to our stockholders or fulfill obligations such as repaying our borrowings or meeting deposit withdrawal demands, any of which could have a material adverse impact on our liquidity, business, financial condition and results of operations.
Removed
Although we believe we have valid claims that the USPS is obligated to make payment on such receivable and that the USPS will have the capacity to make such payment, the issues in this litigation are novel issues of law that have little to no precedent and there can be no assurances that a court will agree with our interpretation of the law on these matters.
Added
Legislative and regulatory actions taken now or in the future may increase our costs and impact our business, governance structure, financial condition or results of operations. We are subject to extensive regulation by multiple regulatory bodies. These regulations may affect the manner and terms of delivery of our services.
Removed
If a court were to rule against us in this litigation, our only recourse would be against our customer, who failed to remit the Misdirected Payments to us as required when received, and who may not have capacity to make such payment to us.
Added
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.
Removed
There is no certainty that such measures would be sufficient to mitigate the risks posed by a pandemic or would otherwise be satisfactory to government authorities.
Added
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.
Added
The floorplan loan facility is secured by a first-priority security interest in the vehicle inventory and certain other assets of Tricolor. As of December 31, 2025, the Bank believes its collateral position adequately secures the outstanding balance of the loan facility.
Added
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.
Added
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.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

1 edited+0 added−0 removed13 unchanged
Biggest changeOur CISO provides quarterly reports and an annual report to the Board and the Risk and Compliance Committee on cybersecurity matters.
Biggest changeOur CISO provides quarterly reports and an annual report to the Board and the Risk and Compliance Committee on cybersecurity matters. 48 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

3 edited+1 added−0 removed0 unchanged
Biggest changeOur corporate office is located at 12700 Park Central Drive, Suite 1700, Dallas, Texas 75251. 48 Table of Contents TBK Bank operates retail branch networks in three geographic markets, (i) a mid-western division consisting of ten branches in the Quad Cities Metropolitan Area of Iowa and Illinois, together with seven other branches throughout central and northwestern Illinois and one branch in northeastern Illinois, (ii) a western division consisting of thirty-eight branches located throughout Colorado, two branches in far western Kansas and three branches in New Mexico and (iii) a Dallas, Texas division consisting of two locations, one in which we maintain our corporate office facility and a full-service branch and one full-service branch.
Biggest changeTBK Bank operates retail branch networks in three geographic markets, (i) a mid-western division consisting of ten branches in the Quad Cities Metropolitan Area of Iowa and Illinois, together with seven other branches throughout central and northwestern Illinois and one branch in northeastern Illinois, (ii) a western division consisting of thirty-nine branches located throughout Colorado, two branches in far western Kansas and two branches in New Mexico and (iii) a Dallas, Texas division consisting of two locations, one in which we maintain our corporate office facility and a full-service branch and one additional full-service branch location.
We lease ten of these offices and own the remaining fifty-three. Our owned offices are freestanding permanent facilities and the leased offices are part of larger retail facilities. Most of TBK Bank’s branches are equipped with automated teller machines (“ATM”) and drive-through facilities.
We lease ten of these offices and own the remaining fifty-three. Our owned offices are freestanding permanent facilities and the leased offices are part of larger retail facilities. Most of TBK Bank’s branches are equipped with automated teller machines (“ATM”) and drive-through facilities. Our Payments and Intelligence businesses operate out of our corporate office facility in Dallas, Texas.
Factoring operates from a leased facility within a larger business park located in Coppell, Texas as well as leased facilities in El Paso, Texas, Chicago, Illinois and San Diego, California. On March 20, 2024, we purchased a building in Dallas, TX that will be the future headquarters for Triumph Financial.
Factoring operates from a leased facility within a larger business park located in Coppell, Texas as well as leased facilities in El Paso, Texas, Chicago, Illinois and San Diego, California.
Added
ITEM 2. PROPERTIES. Our corporate office is located at 12700 Park Central Drive, Suite 1700, Dallas, Texas 75251.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+5 added−3 removed3 unchanged
Biggest changeConsequently, we could incur losses up to the full amount of the Misdirected Payments in such event, which could be material to our business, financial condition and results of operations.
Biggest changeShould 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.
Removed
We are party to a lawsuit in the United States Court of Federal Claims seeking a ruling that the United States Postal Service (“USPS”) is obligated to make payment to us with respect to invoices totaling approximately $19.4 million, net of customer reserves, that it separately paid to our customer, a vendor to the USPS who hauled mail pursuant to contracts it has with such entity, in violation of notices provided to the USPS that such payments were to be made directly to us (the “Misdirected Payments”).
Added
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.
Removed
Although we believe we have valid claims that the USPS is obligated to make payment to us on such receivable and that the USPS will have the capacity to make such payment, the issues in this litigation are novel issues of law that have little to no precedent and there can be no assurances that a court will agree with our interpretation of the law on these matters.
Added
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.
Removed
If a court were to rule against us in this litigation, our only recourse would be against our customer, who failed to remit the Misdirected Payments to us as required when received, and who may not have capacity to make such payment to us.
Added
The floorplan loan facility is secured by a first-priority security interest in the vehicle inventory and certain other assets of Tricolor. As of December 31, 2025, the Bank believes its collateral position adequately secures the outstanding balance of the loan facility.
Added
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.
Added
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

3 edited+5 added−3 removed8 unchanged
Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information and Common Equity Holders Our common stock is listed on the NASDAQ Global Select Market under the symbol “TFIN.” At February 7, 2025, there were 23,420,261 shares outstanding and 191 stockholders of record for the Company’s common stock.
Biggest changeMarket Information and Common Equity Holders Our common stock is listed on the New York Stock Exchange (the "NYSE") and the NYSE Texas under the symbol “TFIN.” At February 9, 2026, there were 23,793,965 shares outstanding and 108 stockholders of record for the Company’s common stock.
Performance Graph The following Performance Graph and related discussion are being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K and shall not be deemed to be “soliciting materials” or to be “filed” with the SEC (other than as provided in Item 201) nor shall this information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained therein, except to the extent that the Company specifically incorporates it by reference into a filing. 50 Table of Contents The following Performance Graph compares the cumulative total shareholder return on the Company’s common stock for the period beginning at the close of trading on December 31, 2019 through December 31, 2024, with the cumulative total return of the NASDAQ Global Select Market Index and the NASDAQ Bank Index for the same period.
Performance Graph The following Performance Graph and related discussion are being furnished solely to accompany this Annual Report on Form 10-K pursuant to Item 201(e) of Regulation S-K and shall not be deemed to be “soliciting materials” or to be “filed” with the SEC (other than as provided in Item 201) nor shall this information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language contained therein, except to the extent that the Company specifically incorporates it by reference into a filing. 50 Table of Contents The following Performance Graph compares the cumulative total shareholder return on the Company’s common stock for the period beginning at the close of trading on December 31, 2020 through December 31, 2025, with the cumulative total return of the Russell 2000 Index and the S&P Regional Banks Select Industry Index for the same period.
Cumulative total return is computed by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period. The Performance Graph assumes an initial investment of $100 in the Company’s common stock, the NASDAQ Global Select Market Index and the NASDAQ Bank Index.
Cumulative total return is computed by dividing the difference between the Company’s share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period.
Removed
Historical stock price performance is not necessarily indicative of future stock price performance.
Added
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.
Removed
December 31, 2019 December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 Triumph Financial, Inc. $ 100.00 $ 127.70 $ 313.20 $ 128.54 $ 210.89 $ 239.03 Nasdaq Global Select Market Index 100.00 143.04 176.11 118.67 172.13 222.62 Nasdaq Bank Index 100.00 89.37 124.84 101.92 95.12 111.03 Recent sales of unregistered equity securities None.
Added
The Performance Graph also compares the cumulative total shareholder return on the Company’s common stock to the cumulative total return of the NASDAQ Global Select Market Index and the NASDAQ Bank Index, the indices used in the Performance Graph in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for the same period.
Removed
Purchases of equity securities by the issuer and affiliated purchasers None. ITEM 6. [RESERVED]
Added
The Company transferred the listing of its common and preferred stock from the NASDAQ Stock Market to the New York Stock Exchange during the year ended December 31, 2025 and as a result selected new indices for the current year Performance Graph.
Added
The Performance Graph assumes an initial investment of $100 in the Company’s common stock, the Russell 2000 Index, the S&P Regional Banks Select Industry Index, the NASDAQ Global Select Market Index and the NASDAQ Bank Index. Historical stock price performance is not necessarily indicative of future stock price performance.
Added
December 31, 2020 December 31, 2021 December 31, 2022 December 31, 2023 December 31, 2024 December 31, 2025 Triumph Financial, Inc. $ 100.00 $ 245.27 $ 100.66 $ 165.15 $ 187.19 $ 129.00 Russell 2000 100.00 113.70 89.18 102.64 112.93 125.68 S&P Regional Banks Select Industry Index 100.00 139.89 119.25 110.43 131.50 145.49 Nasdaq Global Select Market Index 100.00 123.12 82.96 120.33 155.63 188.00 Nasdaq Bank Index 100.00 139.69 114.04 106.43 124.24 129.49 Recent sales of unregistered equity securities None. 51 Table of Contents Purchases of equity securities by the issuer and affiliated purchasers None.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

195 edited+77 added−70 removed94 unchanged
Biggest changeTaxes are paid on a consolidated basis and are not allocated for segment purposes. 68 Table of Contents The following tables present our primary operating results for our operating segments: (Dollars in thousands) Total Corporate Year Ended December 31, 2024 Banking Factoring Payments Intelligence Segments and Other (1) Consolidated Total interest income $ 262,326 $ 137,718 $ 22,168 $ — $ 422,212 $ 303 $ 422,515 Intersegment interest allocations 26,416 (35,886) 9,470 — — — — Total interest expense 62,712 — — — 62,712 9,347 72,059 Net interest income (expense) 226,030 101,832 31,638 — 359,500 (9,044) 350,456 Credit loss expense (benefit) 13,636 4,773 57 — 18,466 301 18,767 Net interest income after credit loss expense 212,394 97,059 31,581 — 341,034 (9,345) 331,689 Noninterest income 28,167 8,683 24,080 184 61,114 4,300 65,414 Noninterest expense: Salaries and employee benefits 66,476 49,885 36,160 1,457 153,978 65,602 219,580 Depreciation 6,850 2,099 1,003 4 9,956 5,554 15,510 Other occupancy, furniture and equipment 8,801 2,138 649 3 11,591 5,913 17,504 FDIC insurance and other regulatory assessments 2,717 — — — 2,717 — 2,717 Professional fees 4,285 5,333 2,338 328 12,284 5,555 17,839 Amortization of intangible assets 2,372 1,490 6,763 — 10,625 1,367 11,992 Advertising and promotion 2,033 873 1,479 2 4,387 1,796 6,183 Communications and technology 20,853 10,131 9,440 42 40,466 10,456 50,922 Software amortization 194 2,277 2,899 1 5,371 475 5,846 Travel and entertainment 995 829 1,659 36 3,519 1,909 5,428 Other 10,979 3,588 3,583 7 18,157 4,957 23,114 Total noninterest expense 126,555 78,643 65,973 1,880 273,051 103,584 376,635 Net intersegment noninterest income (expense) (2) 535 1,628 (2,163) — — — — Net income (loss) before income tax expense $ 114,541 $ 28,727 $ (12,475) $ (1,696) $ 129,097 $ (108,629) $ 20,468 (Dollars in thousands) Total Corporate Year Ended December 31, 2023 Banking Factoring Payments Intelligence Segments and Other (1) Consolidated Total interest income $ 261,639 $ 144,217 $ 16,390 $ — $ 422,246 $ 175 $ 422,421 Intersegment interest allocations 31,450 (38,157) 6,707 — — — — Total interest expense 44,640 — — — 44,640 9,702 54,342 Net interest income (expense) 248,449 106,060 23,097 — 377,606 (9,527) 368,079 Credit loss expense (benefit) 8,498 2,900 60 — 11,458 745 12,203 Net interest income after credit loss expense 239,951 103,160 23,037 — 366,148 (10,272) 355,876 Noninterest income 23,964 7,829 18,087 — 49,880 293 50,173 Noninterest expense: Salaries and employee benefits 71,050 49,873 35,089 — 156,012 54,595 210,607 Depreciation 6,817 2,040 648 — 9,505 4,296 13,801 Other occupancy, furniture and equipment 8,592 2,219 681 — 11,492 3,592 15,084 FDIC insurance and other regulatory assessments 2,624 — — — 2,624 — 2,624 Professional fees 2,611 3,130 2,448 — 8,189 4,988 13,177 Amortization of intangible assets 2,950 1,821 6,683 — 11,454 — 11,454 Advertising and promotion 2,614 1,046 1,311 — 4,971 1,769 6,740 Communications and technology 17,524 11,289 7,992 — 36,805 8,874 45,679 Software amortization 169 3,060 965 — 4,194 259 4,453 Travel and entertainment 1,263 909 2,479 — 4,651 1,455 6,106 Other 11,499 4,225 3,399 — 19,123 4,386 23,509 Total noninterest expense 127,713 79,612 61,695 — 269,020 84,214 353,234 Net intersegment noninterest income (expense) (2) — 123 (123) — — — — Net income (loss) before income tax expense $ 136,202 $ 31,500 $ (20,694) $ — $ 147,008 $ (94,193) $ 52,815 69 Table of Contents (Dollars in thousands) Total Corporate Year Ended December 31, 2022 Banking Factoring Payments Intelligence Segments and Other (1) Consolidated Total interest income $ 195,871 $ 207,114 $ 16,079 $ — $ 419,064 $ 175 $ 419,239 Intersegment interest allocations 19,912 (19,382) (530) — — — — Total interest expense 10,874 — — — 10,874 7,873 18,747 Net interest income (expense) 204,909 187,732 15,549 — 408,190 (7,698) 400,492 Credit loss expense (benefit) 2,753 2,895 218 — 5,866 1,059 6,925 Net interest income after credit loss expense 202,156 184,837 15,331 — 402,324 (8,757) 393,567 Noninterest income 40,984 22,272 20,620 — 83,876 192 84,068 Noninterest expense: Salaries and employee benefits 69,133 55,593 37,676 — 162,402 39,085 201,487 Depreciation 6,725 2,647 19 — 9,391 3,911 13,302 Other occupancy, furniture and equipment 8,688 1,893 633 — 11,214 2,258 13,472 FDIC insurance and other regulatory assessments 1,815 — — — 1,815 — 1,815 Professional fees 2,585 3,779 4,537 — 10,901 4,743 15,644 Amortization of intangible assets 3,761 2,293 5,868 — 11,922 — 11,922 Advertising and promotion 3,345 1,290 1,626 — 6,261 1,499 7,760 Communications and technology 14,015 14,903 6,600 — 35,518 6,565 42,083 Software amortization 264 2,832 490 — 3,586 477 4,063 Travel and entertainment 1,687 833 1,900 — 4,420 1,331 5,751 Other 9,898 5,610 3,882 — 19,390 3,942 23,332 Total noninterest expense 121,916 91,673 63,231 — 276,820 63,811 340,631 Net intersegment noninterest income (expense) — — — — — — — Net income (loss) before income tax expense $ 121,224 $ 115,436 $ (27,280) $ — $ 209,380 $ (72,376) $ 137,004 (1) Includes revenue and expense from the Company’s holding company, which does not meet the definition of an operating segment.
Biggest changeTaxes are paid on a consolidated basis and are not allocated for segment purposes. 70 Table of Contents The following tables present our primary operating results for our operating segments: (Dollars in thousands) Total Corporate Year Ended December 31, 2025 Banking Factoring Payments Intelligence Segments and Other (1) Consolidated Total interest income $ 256,978 $ 147,864 $ 25,298 $ — $ 430,140 $ 327 $ 430,467 Intersegment interest allocations 23,681 (35,217) 11,536 — — — — Total interest expense 73,113 15 — — 73,128 6,751 79,879 Net interest income (expense) 207,546 112,632 36,834 — 357,012 (6,424) 350,588 Credit loss expense (benefit) 1,278 1,346 247 — 2,871 277 3,148 Net interest income after credit loss expense 206,268 111,286 36,587 — 354,141 (6,701) 347,440 Noninterest income 26,287 6,802 31,340 6,804 71,233 17,179 88,412 Noninterest expense: Salaries and employee benefits 62,022 52,572 35,637 11,056 161,287 72,591 233,878 Depreciation 6,472 1,768 837 43 9,120 5,753 14,873 Other occupancy, furniture and equipment 8,129 2,038 624 54 10,845 6,156 17,001 FDIC insurance and other regulatory assessments 4,426 — — — 4,426 — 4,426 Professional fees 6,065 (5,238) 965 4,062 5,854 9,404 15,258 Amortization of intangible assets 1,540 772 4,751 3,713 10,776 806 11,582 Advertising and promotion 1,892 857 3,089 135 5,973 1,227 7,200 Communications and technology 19,999 9,253 10,392 1,212 40,856 8,909 49,765 Software amortization 56 3,685 5,843 44 9,628 1,178 10,806 Travel and entertainment 865 655 1,239 577 3,336 1,965 5,301 Other 15,078 4,978 4,932 430 25,418 7,353 32,771 Total noninterest expense 126,544 71,340 68,309 21,326 287,519 115,342 402,861 Net intersegment noninterest income (expense) (2) 588 1,813 (2,401) — — — — Net income (loss) before income tax expense $ 106,599 $ 48,561 $ (2,783) $ (14,522) $ 137,855 $ (104,864) $ 32,991 (Dollars in thousands) Total Corporate Year Ended December 31, 2024 Banking Factoring Payments Intelligence Segments and Other (1) Consolidated Total interest income $ 262,326 $ 137,718 $ 22,168 $ — $ 422,212 $ 303 $ 422,515 Intersegment interest allocations 26,416 (35,886) 9,470 — — — — Total interest expense 62,712 — — — 62,712 9,347 72,059 Net interest income (expense) 226,030 101,832 31,638 — 359,500 (9,044) 350,456 Credit loss expense (benefit) 13,636 4,773 57 — 18,466 301 18,767 Net interest income after credit loss expense 212,394 97,059 31,581 — 341,034 (9,345) 331,689 Noninterest income 28,167 8,683 24,080 184 61,114 4,300 65,414 Noninterest expense: Salaries and employee benefits 66,476 49,885 36,160 1,457 153,978 65,602 219,580 Depreciation 6,850 2,099 1,003 4 9,956 5,554 15,510 Other occupancy, furniture and equipment 8,801 2,138 649 3 11,591 5,913 17,504 FDIC insurance and other regulatory assessments 2,717 — — — 2,717 — 2,717 Professional fees 4,285 5,333 2,338 328 12,284 5,555 17,839 Amortization of intangible assets 2,372 1,490 6,763 — 10,625 1,367 11,992 Advertising and promotion 2,033 873 1,479 2 4,387 1,796 6,183 Communications and technology 20,853 10,131 9,440 42 40,466 10,456 50,922 Software amortization 194 2,277 2,899 1 5,371 475 5,846 Travel and entertainment 995 829 1,659 36 3,519 1,909 5,428 Other 10,979 3,588 3,583 7 18,157 4,957 23,114 Total noninterest expense 126,555 78,643 65,973 1,880 273,051 103,584 376,635 Net intersegment noninterest income (expense) (2) 535 1,628 (2,163) — — — — Net income (loss) before income tax expense $ 114,541 $ 28,727 $ (12,475) $ (1,696) $ 129,097 $ (108,629) $ 20,468 71 Table of Contents (Dollars in thousands) Total Corporate Year Ended December 31, 2023 Banking Factoring Payments Intelligence Segments and Other (1) Consolidated Total interest income $ 261,639 $ 144,217 $ 16,390 $ — $ 422,246 $ 175 $ 422,421 Intersegment interest allocations 31,450 (38,157) 6,707 — — — — Total interest expense 44,640 — — — 44,640 9,702 54,342 Net interest income (expense) 248,449 106,060 23,097 — 377,606 (9,527) 368,079 Credit loss expense (benefit) 8,498 2,900 60 — 11,458 745 12,203 Net interest income after credit loss expense 239,951 103,160 23,037 — 366,148 (10,272) 355,876 Noninterest income 23,964 7,829 18,087 — 49,880 293 50,173 Noninterest expense: Salaries and employee benefits 71,050 49,873 35,089 — 156,012 54,595 210,607 Depreciation 6,817 2,040 648 — 9,505 4,296 13,801 Other occupancy, furniture and equipment 8,592 2,219 681 — 11,492 3,592 15,084 FDIC insurance and other regulatory assessments 2,624 — — — 2,624 — 2,624 Professional fees 2,611 3,130 2,448 — 8,189 4,988 13,177 Amortization of intangible assets 2,950 1,821 6,683 — 11,454 — 11,454 Advertising and promotion 2,614 1,046 1,311 — 4,971 1,769 6,740 Communications and technology 17,524 11,289 7,992 — 36,805 8,874 45,679 Software amortization 169 3,060 965 — 4,194 259 4,453 Travel and entertainment 1,263 909 2,479 — 4,651 1,455 6,106 Other 11,499 4,225 3,399 — 19,123 4,386 23,509 Total noninterest expense 127,713 79,612 61,695 — 269,020 84,214 353,234 Net intersegment noninterest income (expense) — 123 (123) — — — — Net income (loss) before income tax expense $ 136,202 $ 31,500 $ (20,694) $ — $ 147,008 $ (94,193) $ 52,815 (1) Includes revenue and expense from the Company’s holding company, which does not meet the definition of an operating segment.
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 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 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; • changes in federal tax law or policy; 52 Table of Contents • 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.
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 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 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; 52 Table of Contents • 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; • 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.
Though the transportation factoring industry continues to fight headwinds due to higher cost of capital and lower average invoices, we have sufficient access to capital, manageable funding costs, and an ability to diversify factoring income.
Though the transportation factoring industry continues to fight headwinds due to higher cost of capital and lower average invoices, we have sufficient access to capital, manageable funding costs, and an ability to diversify transportation and factoring income.
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.
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.
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.
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.
A key feature of the LoadPay product is our ability to rapidly fund invoices approved for payment through the TriumphPay network or approved for purchase as part of our factoring operations to the LoadPay account without the need for such payments to be processed through traditional payment rails such as ACH transfers.
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.
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.
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.
For all DCF models at December 31, 2024, 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.
For all DCF models at December 31, 2025, 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.
For further information, see Note 15 – Off-Balance Sheet Loan Commitments in the accompanying notes to the consolidated financial statements included elsewhere in this report. 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.
For further information, see Note 14 – Off-Balance Sheet Loan Commitments in the accompanying notes to the consolidated financial statements included elsewhere in this report. 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.
For all DCF models at December 31, 2024, 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.
For all DCF models at December 31, 2025, 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.
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. 59 Table of Contents • “ Return on average tangible common equity ” is defined as net income available to common stockholders divided by average tangible common stockholders’ equity.
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. 60 Table of Contents • “ Return on average tangible common equity ” is defined as net income available to common stockholders divided by average tangible common stockholders’ equity.
While the Company has not yet experienced any material adverse effects, the prolonged impact of such conflicts, or other global economic events, could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2024.
While the Company has not yet experienced any material adverse effects, the prolonged impact of such conflicts, or other global economic events, could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2025.
While the Company has not yet experienced any material adverse effects, the prolonged impact or increased intensity of supply chain disruptions could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2024.
While the Company has not yet experienced any material adverse effects, the prolonged impact or increased intensity of supply chain disruptions could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2025.
During the year ended December 31, 2024, these deposits decreased our overall yield on loans by 60 bps and our overall cost of deposits and cost of funds would have been 56 bps and 53 bps higher, respectively. 63 Table of Contents Changes in net interest income due to changes in rates and volume.
During the year ended December 31, 2024, these deposits decreased our overall yield on loans by 60 bps and our overall cost of deposits and cost of funds would have been 56 bps and 53 bps higher, respectively. 64 Table of Contents Changes in net interest income due to changes in rates and volume.
Therefore, the Company carried no ACL at those respective dates and there was no credit loss expense recognized by the Company during the years ended December 31, 2024 and 2023. The ACL on held to maturity securities is estimated at each measurement date on a collective basis by major security type.
Therefore, the Company carried no ACL at those respective dates and there was no credit loss expense recognized by the Company during the years ended December 31, 2025 and 2024. The ACL on held to maturity securities is estimated at each measurement date on a collective basis by major security type.
Our banking operations commenced in 2010 and include a branch network developed through organic growth and acquisition, including concentrations the front range of Colorado, the Quad Cities market in Iowa and Illinois and a full service branch in Dallas, Texas. Our traditional banking offerings include a full suite of lending and deposit products and services.
Our banking operations commenced in 2010 and include a branch network developed through organic growth and acquisition, including concentrations in the front range of Colorado, the Quad Cities market in Iowa and Illinois and two full service branches in Dallas, Texas. Our traditional banking offerings include a full suite of lending and deposit products and services.
With our access to data from our TriumphPay network and other sources, we believe we can develop products and services to offer to logistics service providers, allowing them to better plan for peak periods, competitively source freight capacity, and allocate resources efficiently, thus improving their profitability.
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.
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.
The Company uses a loss-rate method to estimate expected credit losses for the farmland, liquid credit, factored receivables, 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.
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.
The Company uses a loss-rate method to estimate expected credit losses for the farmland, liquid credit, factored receivables, 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.
As of December 31, 2024 , 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 December 31, 2024 .
As of December 31, 2025 , 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 December 31, 2025 .
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 manage liquidity at the holding company level as well as that of our bank subsidiary. The management of liquidity at both levels is important, 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.
At December 31, 2024 and 2023, the Company’s held to maturity ("HTM") securities consisted of three investments in the subordinated notes of collateralized loan obligation (“CLO”) funds. Expected credit losses for these securities are estimated using a discounted cash flow methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts.
At December 31, 2025 and 2024, the Company’s held to maturity ("HTM") securities consisted of investments in the subordinated notes of collateralized loan obligation (“CLO”) funds. Expected credit losses for these securities are estimated using a discounted cash flow methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts.
During 2021, TriumphPay acquired HubTran, Inc., a software platform that offers workflow solutions for the processing and approval of Carrier Invoices for approval by Brokers or purchase by the factoring businesses providing working capital to Carriers ("Factors").
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").
We did not experience such adverse effects during the year ended December 31, 2024. Supply chain disruptions most prominently impact our trucking transportation and factoring operations discussed in terms of trucking volume in the following section.
We did not experience such adverse effects during the year ended December 31, 2025. Supply chain disruptions most prominently impact our trucking transportation and factoring operations discussed in terms of trucking volume in the following section.
At December 31, 2024 and 2023, 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.
At December 31, 2025 and 2024, 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.
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 December 31, 2024, we held securities classified as held to maturity with an amortized cost, net of ACL, of $1.9 million, a decrease of $1.1 million from $3.0 million at December 31, 2023.
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 December 31, 2025, we held securities classified as held to maturity with an amortized cost, net of ACL, of $1.6 million, a decrease of $0.3 million from $1.9 million at December 31, 2024.
The management of liquidity at both levels is important, 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.
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.
Following such acquisition, the TriumphPay strategy shifted from a capital-intensive on-balance sheet product with a greater focus on interest income to a network for the trucking industry with an additional focus on fee revenue.
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.
For percentage change in national retail sales, the Company projected a small increase in the first two projected quarters followed by a decline to negative levels over the last two projected quarters to a level below recent actual periods.
For percentage change in national retail sales, the Company projected small increases in the first two projected quarters followed by a decline to negative levels over the last two projected quarters to a level below recent actual periods.
For percentage change in national retail sales, the Company projected a small increase in the first two projected quarters followed by a decline to negative levels over the last two projected quarters to a level below recent actual periods.
For percentage change in national retail sales, the Company projected small increases in the first two projected quarters followed by a decline to negative levels over the last two projected quarters to a level below recent actual periods.
TriumphPay connects Brokers, Shippers, Factors and Carriers through forward-thinking solutions that help each party successfully manage the life cycle of invoice presentment for services provided by Carrier through the processing and audit of such invoice to its ultimate payment to the Carrier or the Factor providing working capital to such Carrier.
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.
These transactions are facilitated through TriumphPay 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.
These transactions are facilitated through payments platform 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.
“Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the Company's Asset/Liability Management and Interest Rate Risk. Additionally, increased rates on our borrowers' variable rate loans could lead to increased delinquencies, increased volume of loan modifications, and financial losses for the Company.
See Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the Company's Asset/Liability Management and Interest Rate Risk. Additionally, increased rates on our borrowers' variable rate loans could lead to increased delinquencies, increased volume of loan modifications, and financial losses for the Company.
The accounting policies of the segments are substantially the same as those described in Note 1 – Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements included elsewhere in this report. Transactions between segments consist primarily of borrowed funds, payment network fees, and servicing fees.
The accounting policies of the segments are substantially the same as those described in Note 1 – Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements included elsewhere in this report. 69 Table of Contents Transactions between segments consist primarily of borrowed funds, payment network fees, and servicing fees.
For further information regarding our regulatory capital requirements, see Note 18 – Regulatory Matters in the accompanying notes to the consolidated financial statements included elsewhere in this report.
For further information regarding our regulatory capital requirements, see Note 17 – Regulatory Matters in the accompanying notes to the consolidated financial statements included elsewhere in this report.
We began processing network transactions during the first quarter of 2022. When a fully integrated TriumphPay payor receives an invoice from a fully integrated TriumphPay payee, we call that a “network transaction.” All network transactions are included in our payment processing volume above.
We began processing network transactions during the first quarter of 2022. When a fully integrated Payments customer payor receives an invoice from a fully integrated Payments customer payee, we call that a “network transaction.” All network transactions are included in our payment processing volume above.
TriumphPay was originally designed as a platform to manage Carrier payments for third party logistics companies, or 3PLs ("Brokers") and the manufacturers and other businesses that contract directly for the shipment of goods (“Shippers”), with a focus on increasing on-balance sheet factored receivable transactions through the offering of quick pay transactions for Carriers receiving such payments through the TriumphPay platform.
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.
While economic conditions in foreign countries, including impacts related to the war in Ukraine, conflict in the Middle East, and tensions in U.S.-China relations, could affect the stability of global financial markets, which could hinder U.S. economic growth, we did not experience a financial impact due to such conditions during the year ended December 31, 2024.
While economic conditions in foreign countries, including impacts related to the war in Ukraine, conflict in the Middle East and South America, and tensions in U.S.-China relations, could affect the stability of global financial markets, which could hinder U.S. economic growth, we did not experience a financial impact due to such conditions during the year ended December 31, 2025.
These assumed prepayment speeds are based upon our historical prepayment speeds by loan type adjusted for the expected impact of the current interest rate environment. Generally, the impact of these assumed prepayment speeds is lesser in magnitude than the aforementioned loss driver assumptions.
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.
The Subordinated Notes are included on the consolidated balance sheets as liabilities at their carrying values; however, for regulatory purposes, the $69.7 million and $108.7 million carrying value of these obligations at December 31, 2024 and 2023, respectively, were eligible for inclusion in Tier 2 regulatory capital.
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 $69.7 million carrying value of these obligations at December 31, 2025 and 2024, respectively, were eligible for inclusion in Tier 2 regulatory capital.
Given the nature of the Company's operations, supply chain disruptions, whether caused by tariffs, the wildfires in California, or otherwise, do not have a direct impact on the Company; however, such disruptions could make it more difficult for our borrowers to repay their loans, potentially leading to increased delinquencies, increased volume of loan modifications, and financial losses for the Company.
Given the nature of the Company's operations, supply chain disruptions, whether caused by tariffs, natural disasters, or otherwise, do not have a direct impact on the Company; however, such disruptions could make it more difficult for our borrowers to repay their loans, potentially leading to increased delinquencies, increased volume of loan modifications, and financial losses for the Company.
In terms of our borrowers' repayment of loans, we experienced some of these effects during 2023 and 2024, particularly in our commercial real estate and equipment finance portfolios. This resulted in an increase in the volume of loan modifications, including modifications made to troubled borrowers.
In terms of our borrowers' repayment of loans, we have experienced some of these effects, particularly in our commercial real estate and equipment finance portfolios. This resulted in an increase in the volume of loan modifications, including modifications made to troubled borrowers.
At December 31, 2023, 97% of our factored receivables, representing approximately 26% of our total loan portfolio, were transportation receivables. 82 Table of Contents Nonperforming Assets We have established procedures to assist us in maintaining the overall quality of our loan portfolio.
At December 31, 2024, 97% of our factored receivables, representing approximately 26% of our total loan portfolio, were transportation receivables. 83 Table of Contents Nonperforming Assets We have established procedures to assist us in maintaining the overall quality of our loan portfolio.
Equipment finance losses have been manageable, but continued softness in the freight markets could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2024.
Equipment finance losses have been manageable, but continued softness in 57 Table of Contents the freight markets could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2025.
Additionally, we offer mortgage warehouse lending and purchase liquid credit lending products on a nationwide basis to provide further asset base diversification and our mortgage warehouse lending generates stable deposits. Our Banking products and services share basic processes and have similar economic characteristics.
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.
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. 53 Table of Contents Our payments business, TriumphPay, is a payments network for the over-the-road trucking industry.
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.
Within such ecosystem, we operate our TriumphPay payments platform, which connects such parties to streamline and optimize the presentment, audit and payment of transportation invoices. We also act as capital provider to the Carrier industry through our factoring subsidiary, Triumph Financial Services. We have begun to offer data services through our Intelligence offerings.
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.
For percentage change in national home price index, the Company projected a positive increase 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 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 home price index, the Company projected a positive increase 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 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.
Through the acquisition of HubTran, TriumphPay created additional value through the enhancement of its presentment, audit, and payment capabilities for Shippers, third party logistics companies (i.e., Brokers) and their Carriers, and Factors.
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 effective tax rate was 21% and 22% for the years ended December 31, 2024 and 2023, respectively. The effective tax rate for the year ended December 31, 2024 was impacted by an adjustment to our disallowance related to highly compensated individuals as well as a research and development tax credit recognized during the period.
The effective tax rate for the year ended December 31, 2024 was impacted by an adjustment to our disallowance related to highly compensated individuals as well as a research and development tax credit recognized during the period.
The USPS disputes their obligation to make such payment, citing purported deficiencies in the notices delivered to them. We have commenced litigation in the United States Court of Federal Claims against the USPS seeking a ruling that the USPS was obligated to make the payments represented by this receivable directly to us.
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.
These activities are focused on our local market areas and some products are offered on a nationwide basis. They generate a stable source of core deposits and a diverse asset base to support our overall operations. Our asset-based lending and equipment lending products are offered on a nationwide basis and generate attractive returns.
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.
While programs and initiatives focused on sustainability and resource conservation have been put in place by the Company, there have been no material past capital expenditures for climate-related projects. We do not plan to have material future capital expenditures for climate-related projects at this time. Additionally, we have not incurred any material compliance costs related to climate change.
While programs and initiatives focused on sustainability and resource conservation have been put in place by the Company, there have been no material past capital expenditures for climate-related projects. We do not plan to have material future capital expenditures for climate-related projects at this time.
Intersegment interest expense is allocated to the Factoring and Payments segments as described above. Beginning January 1, 2023, payment network fees are paid by the Factoring segment to the Payments segment for use of the payments network.
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.
The states of Texas (22%), Illinois (12%), Colorado (10%), and Iowa (4%) make up 48% 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.
The states of Texas (20%), Illinois (10%), Colorado (10%), and Iowa (4%) make up 44% 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.
The ACL on these balances was $3.5 million at December 31, 2024 and $3.2 million at December 31, 2023 and we recognized credit loss expense of $0.3 million and $0.7 million during the years ended December 31, 2024 and 2023, respectively. None of the overcollateralization triggers tied to the CLO securities were tripped as of December 31, 2024.
The ACL on these balances was $1.6 million at December 31, 2025 and $3.5 million at December 31, 2024 and we recognized credit loss expense of $0.3 million and $0.3 million during the years ended December 31, 2025 and 2024, respectively. None of the overcollateralization triggers tied to the CLO securities were tripped as of December 31, 2025.
Going forward, Intelligence will operate in a highly specialized niche with unique processes and key performance indicators. At December 31, 2024, our business is primarily focused on providing financial services to participants in the for-hire trucking ecosystem in the United States, including Brokers, Shippers, Factors and Carriers.
Our Intelligence business operates in a highly specialized niche with unique processes and key performance indicators. At December 31, 2025, our business is primarily focused on providing financial services to participants in the for-hire trucking ecosystem in the United States, including Brokers, Shippers, Factors and Carriers.
Prior to September 30, 2024, the Company disclosed Corporate as a reportable segment. The Company has determined that what was previously deemed the Corporate reportable segment consists of other business activities that do not represent a reportable segment, but rather, such activities belong in a Corporate and Other category as reported in the tabular disclosure below.
The Company has determined that what was previously deemed the Corporate reportable segment consists of other business activities that do not represent a reportable segment, but rather, such activities belong in a Corporate and Other category as reported in the tabular disclosure below.
The acquisition of HubTran was a meaningful inflection point in the operations of TriumphPay as the TriumphPay strategy has 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 a focus on fee revenue.
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.
Additionally, while interest rates in the macro economy were relatively flat throughout 2024, further increases in such rates could incentivize our depositors to seek higher yielding products, which could result in some deposit run-off, and our ability to retain or grow our deposit base could be hindered by higher market interest rates in the future. See Item 7A.
Additionally, while interest rates in the macro economy were relatively flat throughout 2024 and decreased throughout 2025, future increases in such rates to combat inflation could incentivize our depositors to seek higher yielding products, which could result in some deposit run-off, and our ability to retain or grow our deposit base could be hindered by higher market interest rates in the future.
As of December 31, 2024, TBK Bank had $546.4 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 December 31, 2024, we had $819.1 million in unused and available advances from the FHLB.
As of December 31, 2025, TBK Bank had $600.4 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 December 31, 2025, we had $644.7 million in unused and available advances from the FHLB.
That said, the impacts of prior inflation and the looming threat of further inflation, whether caused by monetary policy, tariffs, or other factors, could make it more difficult for our borrowers to repay their loans, potentially leading to increased delinquencies, increased volume of loan modifications, and financial losses for the Company.
Since then, the rate of inflation has slowed; however, the impacts of prior inflation and the looming threat of further inflation, whether caused by monetary policy, tariffs, or other factors, could make it more difficult for our borrowers to repay their loans, potentially leading to increased delinquencies, increased volume of loan modifications, and financial losses for the Company.
As a result of the activity previously described and the change in period end total loans period over period, the ratio of nonperforming loans to total loans held for investment increased to 2.49% at December 31, 2024 from 1.65% at December 31, 2023.
As a result of the activity previously described and the change in period end total loans period over period, the ratio of nonperforming loans to total loans held for investment decreased to 1.15% at December 31, 2025 from 2.49% at December 31, 2024.
At December 31, 2024 and 2023, the Company carried $5.4 million and $6.2 million of these HTM securities at amortized cost, respectively.
At December 31, 2025 and 2024, the Company carried $3.2 million and $5.4 million of these HTM securities at amortized cost, respectively.
As of December 31, 2023, 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.
As of December 31, 2025, interest bearing demand deposits, noninterest bearing deposits, money market deposits, other brokered deposits, and savings deposits accounted for 81% of our total deposits, while individual retirement accounts, certificates of deposit, and brokered time deposits made up 19% of total deposits.
The Company did experience the direct impact of inflation and rising costs in the form of higher salaries, general and administrative costs due to wage inflation and price increases throughout the 2023 and 2024.
The Company did experience the direct impact of inflation and rising costs in the form of higher salaries, general and administrative costs due to wage inflation and price increases throughout the past three years.
Credit loss expense for off balance sheet credit exposures increased $0.7 million from a benefit of $0.8 million for the year ended December 31, 2023 to a benefit of $0.1 million for the year ended December 31, 2024. The increase was primarily due to changes to outstanding commitments to fund and assumed loss rates period over period .
Credit loss expense for off balance sheet credit exposures decreased $0.3 million from a benefit of $0.1 million for the year ended December 31, 2024 to a benefit of $0.4 million for the year ended December 31, 2025. The increase was primarily due to changes to outstanding commitments to fund and assumed loss rates period over period .
Of the FHLB borrowings outstanding as of December 31, 2024, none were short-term borrowings maturing within one year and $30.0 million were long term borrowings maturing after two but within three years. As of December 31, 2024 and 2023, we had $819.1 million and $587.0 million, respectively, in unused and available advances from the FHLB.
Of the FHLB borrowings outstanding as of December 31, 2025, $250.0 million were short-term borrowings maturing within one year and $30.0 million were long term borrowings maturing after one but within two years. As of December 31, 2025 and 2024, we had $644.7 million and $819.1 million, respectively, in unused and available advances from the FHLB.
The following table provides a summary of our FHLB borrowings as of and for the years ended December 31, 2024, 2023, and 2022: (Dollars in thousands) December 31, 2024 December 31, 2023 December 31, 2022 Amount outstanding at end of the year $ 30,000 $ 255,000 $ 30,000 Weighted average interest rate at end of the year 4.79 % 5.65 % 4.25 % Average daily balance during the year $ 120,369 $ 194,795 $ 69,658 Weighted average interest rate during the year 5.38 % 5.30 % 1.19 % Maximum month-end balance during the year $ 280,000 $ 530,000 $ 230,000 Our FHLB advances are collateralized by assets, including a blanket pledge of certain loans.
The following table provides a summary of our FHLB borrowings as of and for the years ended December 31, 2025, 2024, and 2023: (Dollars in thousands) December 31, 2025 December 31, 2024 December 31, 2023 Amount outstanding at end of the year $ 280,000 $ 30,000 $ 255,000 Weighted average interest rate at end of the year 3.67 % 4.79 % 5.65 % Average daily balance during the year $ 208,014 $ 120,369 $ 194,795 Weighted average interest rate during the year 4.35 % 5.38 % 5.30 % Maximum month-end balance during the year $ 355,000 $ 280,000 $ 530,000 Our FHLB advances are collateralized by assets, including a blanket pledge of certain loans.
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 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.
Trucking Transportation and Factoring The largest driver of changes in revenue at our Factoring segment is fluctuation in the freight markets, particularly in brokered freight, which is priced largely off the spot market (a reflection of real-time balance of carrier supply and shipper demand in the market) and subject to variability in diesel prices.
Trucking Transportation and Factoring Over the last few years, including most of 2025, the largest driver of changes in revenue at our Factoring segment, and to a lesser extent, our Payments segment, is fluctuation in the freight markets, particularly in brokered freight, which is priced largely off the spot market (a reflection of real-time balance of carrier supply and shipper demand in the market) and subject to variability in diesel prices.
Changes to projected loss drivers and prepayment speeds that the Company forecasted over the reasonable and supportable forecast periods to calculate expected losses resulted in credit loss expense of $3.2 million during the year ended December 31, 2024 compared to credit loss expense of $2.0 million during the same period a year ago.
Additionally, changes to projected loss drivers and prepayment speeds that the Company forecasted over the reasonable and supportable forecast periods to calculate expected losses resulted in $0.7 million of credit loss expense during the year ended December 31, 2025 compared to $3.2 million of credit loss expense during the prior year.
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.
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.
Beginning prospectively on January 1, 2024, the Factoring and Payments segments began paying 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.
Beginning prospectively on January 1, 2024, the Factoring and Payments segments began paying fees to the 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.
Our commercial real estate loans decreased $35.0 million, or 4.3%, due to paydowns that outpaced new origination activity. A significant portion of our loan portfolio at December 31, 2024 consisted of commercial real estate loans secured by properties.
Our commercial real estate loans decreased $47.3 million, or 6.1%, due to paydowns that outpaced new origination activity. A significant portion of our loan portfolio at December 31, 2025 consisted of commercial real estate loans secured by properties.
Average Banking loans increased $15.1 million, or 0.5%, due to increases in the average balances of commercial real estate and construction and development loans, partially offset by decreases in commercial and mortgage warehouse loans. Interest income from our Banking loans is impacted by our lower yielding mortgage warehouse lending product.
Average Banking loans increased $364.2 million, or 12.0%, due to increases in the average balances of construction and development, 1-4 family residential, commercial, consumer, and mortgage warehouse loans, partially offset by decreases in commercial real estate and farmland loans. Interest income from our Banking loans is impacted by our lower yielding mortgage warehouse lending product.
At December 31, 2024 and December 31, 2023, our estimated uninsured deposits were $1.488 billion and $1.841 billion, respectively. At December 31, 2024, we held $60.2 million of time deposits that meet or exceed the $250,000 Federal Deposit Insurance Corporation ("FDIC") insurance limit.
At December 31, 2025 and December 31, 2024, our estimated uninsured deposits were $1.466 billion and $1.488 billion, respectively. 88 Table of Contents At December 31, 2025, we held $64.2 million of time deposits that meet or exceed the $250,000 Federal Deposit Insurance Corporation ("FDIC") insurance limit.
TriumphPay offers supply chain finance to Brokers, allowing them to pay their Carriers faster and drive Carrier loyalty. TriumphPay provides tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. TriumphPay also operates in a highly specialized niche with unique processes and key performance indicators.
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 ratio of nonperforming assets to total assets increased to 2.02% at December 31, 2024 from 1.42% at December 31, 2023. This is due to the aforementioned loan activity and changes in our period end total assets as well as an increase in equity investments we consider to be nonperforming.
Our ratio of nonperforming assets to total assets decreased to 1.10% at December 31, 2025 from 2.02% at December 31, 2024. This is due to the aforementioned loan activity and changes in our period end total assets as well as a decrease in equity investments we consider to be nonperforming.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed14 unchanged
Biggest changeThe following tables summarizes simulated change in net interest income versus unchanged rates: December 31, 2024 December 31, 2023 Following 12 Months Months 13-24 Following 12 Months Months 13-24 +400 basis points 10.1 % 13.2 % 17.0 % 19.2 % +300 basis points 7.6 % 9.9 % 12.8 % 14.3 % +200 basis points 5.1 % 6.6 % 8.5 % 9.5 % +100 basis points 2.6 % 3.3 % 4.3 % 4.8 % Flat rates 0.0 % 0.0 % 0.0 % 0.0 % -100 basis points (2.6 %) (3.7 %) (4.7 %) (5.7 %) -200 basis points (5.4 %) (7.5 %) (9.4 %) (11.4 %) -300 basis points (8.2 %) (11.8 %) (14.3 %) (17.7 %) -400 basis points (11.0 %) (16.0 %) (18.0 %) (22.7 %) 94 Table of Contents The following tables present the change in our economic value of equity, assuming immediate parallel shifts in interest rates: Economic Value of Equity at Risk (%) December 31, 2024 December 31, 2023 +400 basis points 9.3 % 18.3 % +300 basis points 7.3 % 14.6 % +200 basis points 5.2 % 10.5 % +100 basis points 2.6 % 5.9 % Flat rates 0.0 % 0.0 % -100 basis points (5.6 %) (6.7 %) -200 basis points (11.5 %) (13.9 %) -300basis points (17.7 %) (21.5 %) -400 basis points (24.2 %) (28.8 %) Many assumptions are used to calculate the impact of interest rate fluctuations.
Biggest changeThe following tables summarizes simulated change in net interest income versus unchanged rates: December 31, 2025 December 31, 2024 Following 12 Months Months 13-24 Following 12 Months Months 13-24 +400 basis points 9.3 % 11.1 % 10.1 % 13.2 % +300 basis points 7.1 % 8.4 % 7.6 % 9.9 % +200 basis points 4.8 % 5.7 % 5.1 % 6.6 % +100 basis points 2.4 % 2.9 % 2.6 % 3.3 % Flat rates 0.0 % 0.0 % 0.0 % 0.0 % -100 basis points (2.3 %) (3.0 %) (2.6 %) (3.7 %) -200 basis points (4.9 %) (6.7 %) (5.4 %) (7.5 %) -300 basis points (7.4 %) (10.2 %) (8.2 %) (11.8 %) -400 basis points (8.7 %) (12.1 %) (11.0 %) (16.0 %) 94 Table of Contents The following tables present the change in our economic value of equity, assuming immediate parallel shifts in interest rates: Economic Value of Equity at Risk (%) December 31, 2025 December 31, 2024 +400 basis points 8.4 % 9.3 % +300 basis points 6.6 % 7.3 % +200 basis points 4.6 % 5.2 % +100 basis points 2.1 % 2.6 % Flat rates 0.0 % 0.0 % -100 basis points (2.5 %) (5.6 %) -200 basis points (5.3 %) (11.5 %) -300basis points (8.5 %) (17.7 %) -400 basis points (11.7 %) (24.2 %) Many assumptions are used to calculate the impact of interest rate fluctuations.

Other TFIN 10-K year-over-year comparisons