As filed with the Securities and Exchange Commission on December 15, 2023

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Triumph Financial, Inc.

(Exact name of registrant as specified in its charter)

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214) 365-6900

(Address of principal executive offices) (Zip Code)

Triumph Financial, Inc. 2014 Omnibus Incentive Plan, as amended

(Full title of the Plan)

Aaron P. Graft

President and Chief Executive Officer

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(Name and address of agent for service)

(214) 365-6900

(Telephone number, including area code, of agent for service)

Copies to:

Mark F. Veblen, Esq.

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

Telephone: (212) 403-1000

Facsimile: (212) 403-2000

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

The purpose of this Form S-8 Registration Statement is to register an aggregate of 450,000 shares of Triumph Financial, Inc. (“we,” “our,” “us” or the “Company”) Common Stock, par value $0.01 per share (the “Common Stock”), that may be offered pursuant to the Triumph Financial, Inc. 2014 Omnibus Incentive Plan, as amended (the “2014 Omnibus Plan”).

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The document(s) containing the information specified in Part I will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed with the Commission by the Company are incorporated in this Registration Statement by reference:

To the extent that any information contained in any report on Form 8-K, or any exhibit thereto, was furnished to, rather than filed with, the Commission, such information or exhibit is specifically not incorporated by reference.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all of the securities offered then remaining unsold, shall be deemed to be incorporated herein by reference and to be a part hereof from the date of filing of such documents.

Not applicable.

The legality of the securities offered pursuant to this Registration Statement has been passed on by Adam D. Nelson, Executive Vice President and General Counsel of the Company. Mr. Nelson is a shareholder of the Company, holds awards previously granted under the 2014 Omnibus Plan, and is eligible to receive future awards under the 2014 Omnibus Plan.

The Company’s Second Amended and Restated Bylaws (the “Bylaws”), provides that, to the fullest extent and under the circumstances permitted by Texas law, (i) we must indemnify and advance expenses to any present or former director, officer or delegate and (ii) we may purchase and maintain insurance on behalf of our directors, officers or delegates; provided, that we will have no obligation to indemnify any present or former director, officer, or delegate with respect to any proceeding in which (i) such person was, is, or is threatened to be made a named defendant or respondent, (ii) the Company is a claimant and (iii) a majority of the board of directors authorizes the Company to act in the capacity of a claimant with respect to such person.

The Company has entered into indemnification agreements with its directors and certain of its officers (each an “indemnitee”) pursuant to which they are indemnified as described above and will be advanced costs and expenses subject to the condition that an indemnitee shall reimburse the indemnitor for all the amounts paid if a final judicial determination is made that the indemnitee is not entitled to be so indemnified under applicable law. The Company also maintains directors’ and officers’ liability insurance providing indemnification for its directors and officers for some liabilities. The Company believes that the provisions in the indemnification agreements and the directors’ and officers’ insurance are useful to attract and retain qualified directors and executive officers.

Not applicable.

The list of exhibits is set forth under “Exhibit Index” at the end of this registration statement and is incorporated herein by reference.

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

EXHIBIT INDEX

* Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dallas, Texas on December 15, 2023.

Each person whose signature appears below hereby constitutes and appoints Aaron P. Graft, W. Bradley Voss and Adam D. Nelson, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to execute for him and in his name, place and stead, in any and all capacities, any and all amendments (including post-effective amendments) to this registration statement and any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462 promulgated under the Securities Act of 1933, as amended, as the attorney-in-fact and to file the same, with all exhibits thereto and any other documents required in connection therewith with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents and their substitutes, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to its registration statement has been signed below by the following persons in the capacities and on the dates indicated:

Exhibit 5.1

[Triumph Financial, Inc. Letterhead]

December 15, 2023

Triumph Financial, Inc.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

Ladies and Gentlemen:

I am the General Counsel of Triumph Financial, Inc., a Texas corporation (the “Company”), and as such have acted as counsel to the Company in connection with the Registration Statement on Form S-8 (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto) relating to the registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”) of up to 450,000 shares of common stock, par value $0.01 per share, of the Company (the “Securities”), which may be issued pursuant to the Company’s 2014 Omnibus Incentive Plan (the “Plan”). In connection with the foregoing, you have requested my opinion with respect to the following matters.

For the purposes of giving the opinion contained herein, I, or attorneys working under my direction, have examined the Registration Statement and the Plan. I, or attorneys working under my direction, have also examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments, including the amended and restated certificate of formation and amended and restated bylaws of the Company, and have made such other investigations as I have deemed relevant and necessary in connection with the opinion set forth below. As to questions of fact material to this opinion, I have relied, with your approval, upon oral and written representations of officers and representatives of the Company and certificates or comparable documents of public officials and of officers and representatives of the Company.

In making such examination and rendering the opinion set forth below, I have assumed without verification the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the authenticity of the originals of such documents submitted to me as certified copies, the conformity to originals of all documents submitted to me as copies, the authenticity of the originals of such documents, that all documents submitted to me as certified copies are true and correct copies of such originals and the legal capacity of all individuals executing any of the foregoing documents. I have also assumed that the Securities, when issued, will be duly authenticated by the transfer agent and registrar for the Securities.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that when the Securities have been issued and delivered in accordance with the provisions of the Plan, the Securities will be validly issued, duly authorized, fully paid and nonassessable.

I am a member of the bar of the State of Texas and I do not express any opinion herein concerning any law other than the Texas Business Organizations Code (including the statutory provisions, all applicable provisions of the Texas Constitution and reported judicial decisions interpreting the foregoing).

This opinion letter speaks only as of its date and is delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. I hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act, and the rules and regulations of the SEC promulgated thereunder.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Triumph Financial, Inc. of our report dated February 15, 2023 relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Triumph Financial, Inc. for the year ended December 31, 2022.

/s/ Crowe LLP

Dallas, Texas

December 15, 2023

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Triumph Financial, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities