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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lehmann Gail

(Last)

(First)

(Middle)

12700 PARK CENTRAL DRIVE

SUITE 1700

(Street)

DALLAS

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
X	Officer (give title below)	Other (specify below)
	EVP and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/01/2024		A		1,041⁽¹⁾	A	$0	49,229	D
Common Stock	05/01/2024		A		1,157⁽²⁾	A	$0	50,386	D
Common Stock	05/01/2024		F		908⁽³⁾	D	$72	49,478⁽⁴⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options⁽⁵⁾	$72	05/01/2024		A		2,010		⁽⁶⁾	05/01/2034	Common Stock	2,010	$0	2,010	D
Employee Stock Options⁽⁵⁾	$51.25							⁽⁶⁾	05/01/2033	Common Stock	2,976		2,976	D
Employee Stock Options⁽⁵⁾	$69.44							⁽⁶⁾	05/01/2032	Common Stock	2,332		2,332	D
Employee Stock Options⁽⁵⁾	$88.63							⁽⁶⁾	05/01/2031	Common Stock	1,908		1,908	D
Employee Stock Options⁽⁵⁾	$26.25							⁽⁶⁾	05/01/2030	Common Stock	5,259		5,259	D
Employee Stock Options⁽⁵⁾	$31							⁽⁶⁾	05/01/2029	Common Stock	2,966		2,966	D
Employee Stock Options⁽⁵⁾	$38.75							⁽⁶⁾	05/01/2028	Common Stock	1,820		1,820	D
Employee Stock Options⁽⁵⁾	$25.8							⁽⁶⁾	05/01/2027	Common Stock	4,382		4,382	D

Explanation of Responses:

1. Each share is represented by a Restricted Stock Unit ("RSU"). The RSUs will vest on the ratably on each of the first four anniversaries of the grant date.

2. Represents the number of shares earned upon satisfaction of performance goals in connection with performance-based restricted stock units.

3. Represents the number of shares forfeited to cover tax withholding obligations in connection with the vesting of restricted stock or restricted stock units and performance awards.

4. Consists of (i) 46,608 shares beneficially owned by reporting person, and (ii) 2,870 shares of restricted stock or restricted stock units of the reporting person subject to future vesting requirements.

5. Represents non-qualified stock options of Issuer granted to reporting person under Issuer's 2014 Omnibus Incentive Plan.

6. Exercise of the employee stock option is subject to vesting over four years from the date of grant, with one fourth of such options becoming exercisable on each of the first four anniversaries of the date of grant.

Remarks:

	/s/ Adam D. Nelson, Attorney-in-fact	05/03/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.