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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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

(Street)
DALLAS TX 75251

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Triumph Financial, Inc. [ TFIN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
checkbox checked Officer (give title below) Other (specify below)
President - TBK Bank, SSB
3. Date of Earliest Transaction (Month/Day/Year)
12/13/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
checkbox checked Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/13/2024 M 945 A $31 8,379 D
Common Stock 12/13/2024 M 2,931 A $26.25 11,310 D
Common Stock 12/13/2024 M 1,093 A $69.44 12,403 D
Common Stock 12/13/2024 M 744 A $51.25 13,147 D
Common Stock 12/13/2024 F 485(1) D $101.84 12,662 D
Common Stock 12/13/2024 F 1,286(1) D $101.84 11,376 D
Common Stock 12/13/2024 F 829(1) D $102.2 10,547 D
Common Stock 12/13/2024 F 468(1) D $100.95 10,079 D
Depository Shares(2) 21,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options $31 12/13/2024 M 945 (3) 05/01/2029 Common Stock 945 $0 0 D
Employee Stock Options $26.25 12/13/2024 M 2,931 (3) 05/01/2030 Common Stock 2,931 $0 0 D
Employee Stock Options $69.44 12/13/2024 M 1,093 (3) 05/01/2032 Common Stock 1,093 $0 1,094 D
Employee Stock Options $51.25 12/13/2024 M 744 (3) 05/01/2033 Common Stock 744 $0 2,232 D
Explanation of Responses:
1. Represents shares forfeited by the reporting person to satisfy exercise price and tax withholding obligations upon exercise of option shares.
2. Each Depository Share represents 1/40th interest in a share of the Issuer's 7.125% Series C Fixed Rate Non-Cumulative Perpetual Preferred Stock, per value $0.01 per share.
3. Represents non-qualified stock option of Issuer granted to reporting person under the Issuer's 2014 Omnibus Incentive Plan. Exercise of the employee stock option is subject to vesting over four years from the date of grant, with one fourth of such options becoming exercisable on each of the first four anniversaries of the date of grant.
Remarks:
/s/ Adam D. Nelson, Attorney-in-fact 12/17/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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