8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 19, 2022

TRIUMPH BANCORP, INC.

(Exact name of registrant as specified in its charter)

Texas (State or Other Jurisdiction of Incorporation)	001-36722 (Commission File Number)	20-0477066 (IRS Employer Identification No.)
12700 Park Central Drive, Suite 1700, Dallas, Texas (Address of Principal Executive Offices)		75251 (Zip Code)

(214) 365-6900

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2b)
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	TBK	NASDAQ Global Select Market
Depositary Shares Each Representing a 1/40th Interest in a Share of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock	TBKCP	NASDAQ Global Select Market

Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Executive Management Reorganization Appointments

On April 19, 2022, Triumph Bancorp, Inc. (the “Company”) announced a series of executive appointments as a part of a reorganization of its executive management team. Included as part of such appointments, effective April 19, 2022:

•Mr. Edward J. Schreyer was appointed the Executive Vice President and Chief Operating Officer of the Company and its wholly-owned subsidiary, TBK Bank, SSB (“TBK Bank”);

•Ms. Gail Lehmann, formerly the Executive Vice President and Secretary of the Company and Chief Operating Officer of TBK Bank, was appointed the Executive Vice President and Chief Regulatory and Governance Officer of the Company and TBK Bank;

•Mr. Todd Ritterbusch, currently the Executive Vice President and Chief Lending Officer of TBK Bank, was appointed as President of TBK Bank; and

•Ms. Melissa Forman was appointed as President of TriumphPay, a division of TBK Bank.

Mr. Schreyer, 55, previously served as the Chief Operating Officer for TriumphPay, a division of TBK Bank, from March 2021 to September 2021, and was appointed President of TriumphPay in September 2021. Prior to joining TriumphPay, Mr. Schreyer served in various executive capacities with CBRE Group, Inc. (NYSE: CBRE) including as Chief Operating Officer of the Americas Advisory business. Mr. Schreyer holds a Bachelor of Science degree in Urban Studies/Affairs from Indiana University in Bloomington.

Ms. Forman, 44, joined TriumphPay in 2019 and has served in various capacities for TriumphPay, a division of TBK Bank, including Chief Strategy Officer and Chief Operating Officer. Prior to joining TriumphPay, Ms. Forman worked in various capacities, including as the Vice President of Sales and Strategic Partnerships, for eCapital, LLC, a leading transportation factor. Ms. Forman holds a Master of Business Administration in International Business degree from California State University, Dominguez Hills, and a Bachelor of Science degree in Business Management from University of Phoenix.

Item 8.01.Other Events

On April 19, 2022, the Company issued a press release announcing the executive reorganization described above. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Item 8.01, including Exhibit 99.1, shall be considered furnished for purposes of the Securities Exchange Act of 1934 (the “Exchange Act”) and shall not be deemed “filed” for any purpose.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements. Any statements about our expectations, beliefs, plans, predictions, forecasts, objectives, assumptions or future events or performance are not historical facts and may be forward-looking. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “could,” “may,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “pro forma,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: business and economic conditions generally and in the bank and non-bank financial services industries, nationally and within our local

market areas; the impact of COVID-19 on our business, including the impact of the actions taken by governmental authorities to try and contain the virus or address the impact of the virus on the United States economy (including, without limitation, the CARES Act), and the resulting effect of all of such items on our operations, liquidity and capital position, and on the financial condition of our borrowers and other customers; our ability to mitigate our risk exposures; our ability to maintain our historical earnings trends; changes in management personnel; interest rate risk; concentration of our products and services in the transportation industry; credit risk associated with our loan portfolio; lack of seasoning in our loan portfolio; deteriorating asset quality and higher loan charge-offs; time and effort necessary to resolve nonperforming assets; inaccuracy of the assumptions and estimates we make in establishing reserves for probable loan losses and other estimates; risks related to the integration of acquired businesses, including our acquisition of HubTran Inc. and developments related to our acquisition of Transport Financial Solutions and the related over-formula advances, 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; 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 Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and their application by our regulators; 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.

While forward-looking statements reflect our good-faith beliefs, they are not guarantees of future performance. All forward-looking statements are necessarily only estimates of future results. Accordingly, actual results may differ materially from those expressed in or contemplated by the particular forward-looking statement, and, therefore, you are cautioned not to place undue reliance on such statements. Further, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events or circumstances, except as required by applicable law. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" and the forward-looking statement disclosure contained in Triumph’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 14, 2022.

Item 9.01.Financial Statements and Exhibits

(d)Exhibits.

Exhibit	Description
99.1	Press Release issued by the Company, dated April 19, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

EXHIBIT INDEX

Exhibit	Description
99.1	Press Release issued by the Company, dated April 19, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	TRIUMPH BANCORP, INC.
By:	/s/ Adam D. Nelson
	Name: Adam D. Nelson Title: Executive Vice President & General Counsel

Date: April 19, 2022

EX-99.1

Exhibit 99.1

Triumph Bancorp Announces Strategic Executive Management Reorganization

DALLAS – April 19, 2022 – Triumph Bancorp, Inc. (Nasdaq: TBK) today announced a strategic executive management reorganization to optimize its organizational structure and align more closely with its future growth priorities.

Under the reorganization:

•Ed Schreyer has been named chief operating officer of Triumph Bancorp and its primary operating subsidiary, TBK Bank, SSB

•Gail Lehmann has been named chief regulatory and governance officer of Triumph Bancorp and TBK Bank.

•Todd Ritterbusch has been named president of TBK Bank.

•Melissa Forman has been named president of TriumphPay, a division of TBK Bank.

In addition to Brad Voss, the chief financial officer of Triumph Bancorp, and Geoff Brenner, the chief executive officer of Triumph Business Capital, Schreyer, Lehmann, Ritterbusch, and Forman will report to Aaron P. Graft, chief executive officer of Triumph Bancorp and TBK Bank.

"Triumph's vision is to do something truly unique and valuable in financial services," said Graft. "We have seen significant growth as an organization over the last few years and added executive leadership in key positions within our organization. Now is the time to strategically position our business and our leadership team for the future."

Ed Schreyer came to Triumph with over 30 years of operational and leadership expertise, including experience serving as the chief operating officer of the Americas Advisory business of CBRE Group, Inc. (NYSE: CBRE). He joined Triumph in early 2021 as the chief operating officer of TriumphPay and took on additional responsibilities as the division's president in September. "Since joining Triumph, Ed has quickly developed significant subject matter expertise across Triumph's business lines," said Graft. "The combination of his operational, leadership and subject matter expertise has already created substantial value for Triumph. As the chief operating officer for the enterprise, Ed will be a tremendous asset as we manage our growth, scale operations, and execute Triumph's strategic plan."

The following members of Triumph's Executive Leadership Team will now report to Schreyer: Adam Nelson, General Counsel; Alan Nykiel, Chief Marketing Officer; Erik Bahr, Chief Revenue Officer; Matt Levy, President, TriumphX; Renee Galitis, Chief Information Officer; and Steve Grossi, Chief Human Resources Officer.

Gail Lehmann joined Triumph in 2010 with the acquisition of Equity Bank. Most recently, Lehmann served as the executive vice president and secretary of Triumph Bancorp and executive vice president, chief operating officer, and secretary of TBK Bank. "Throughout her time with Triumph, Gail has been instrumental in building a solid foundation for retail, information technology, and operations," said Graft. "In the role of executive vice president, chief regulatory and governance officer, Gail will sharpen her focus on oversight of the critical areas of enterprise risk management, regulatory relations and corporate governance for the enterprise."

Todd Ritterbusch joined TBK Bank as its chief lending officer in 2019 with over 20 years of banking experience. In October of 2021, he took on additional responsibilities overseeing the bank's retail and treasury management teams. "Todd has taken significant steps in bringing the bank's retail, treasury management and lending teams into greater alignment and has improved the bank's efficiency, credit quality, and deposit growth," said Graft. "He brings a tremendous amount of expertise and a deep understanding of how TBK Bank fits into the overall strategic direction of our enterprise focus on payments, factoring and banking."

Melissa Forman has more than 25 years of experience in the transportation industry. She joined TriumphPay in 2019 and has served in various roles, including chief operating officer and chief strategy officer. Graft said, "Melissa has been a key member of the TriumphPay senior leadership team, playing a critical role in its momentum and success," said Graft. "Her deep industry knowledge and technical acumen have been invaluable as we've built the freight industry's first and only payments network. I am excited to see her lead TriumphPay as we execute our roadmap to solidify our position as the transformational payments platform for brokers, factors, carriers, and shippers."

For more information, visit www.triumphbancorp.com

###

About Triumph Bancorp, Inc.

Triumph Bancorp, Inc. (Nasdaq: TBK) is a financial holding company headquartered in Dallas, Texas, offering a diversified line of payments, factoring, and banking services. Triumph's carrier payment platform, TriumphPay, connects brokers, shippers, factors, and carriers through technology aimed at helping each party to successfully process, settle, and manage carrier payments and drive growth. As a provider of invoice factoring solutions, Triumph Business Capital helps transportation and logistics companies manage cash flow. Triumph's banking subsidiary, TBK Bank, offers consumer, business and commercial banking products and services. Triumph also provides asset based lending and equipment financing solutions for small to mid-sized businesses through Triumph Commercial Finance and insurance solutions for the transportation industry through Triumph Insurance Group.

TBK Bank, SSB, member FDIC, is a subsidiary of Triumph Bancorp, Inc. TriumphPay is a division of TBK Bank, SSB. Advance Business Capital LLC d/b/a Triumph Business Capital is a subsidiary of TBK Bank, SSB. Triumph Commercial Finance is a division of TBK Bank, SSB. Triumph Insurance Group, Inc. is a subsidiary of TBK Bank, SSB.

Forward-looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws. Investors are cautioned that such states are predictions and that actual events or results may differ materially. Triumph Bancorp's expected financial results or other plans are subject to a number of risks and uncertainties. For a discussion of such risks and uncertainties, which would cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" and the forward-looking statement disclosure included in the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 14, 2022. Forward-looking statements speak only as of the date made, and Triumph Bancorp undertakes no duty to update the information.

Media Contact:

Amanda Tavackoli

SVP, Director of Corporate Communication

atavackoli@tbkbank.com | 214-365-6930

Investor Relations:

Luke Wyse

Senior Vice President, Investor Relations

lwyse@triumphllc.com

214-365-6936

XML

Cover Page	Apr. 19, 2022
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Apr. 19, 2022
Entity Registrant Name	TRIUMPH BANCORP, INC.
Entity Incorporation, State or Country Code	TX
Entity File Number	001-36722
Entity Tax Identification Number	20-0477066
Entity Address, Address Line One	12700 Park Central Drive
Entity Address, Address Line Two	Suite 1700
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75251
City Area Code	214
Local Phone Number	365-6900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001539638
Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	TBK
Security Exchange Name	NASDAQ
Series C Preferred Stock
Entity Information [Line Items]
Title of 12(b) Security	Depositary Shares Each Representing a 1/40th Interest in a Share of 7.125% Series C Fixed-Rate Non-Cumulative Perpetual Preferred Stock
Trading Symbol	TBKCP
Security Exchange Name	NASDAQ