TRIUMPH BANCORP,FINANCIAL, INC.

12700 Park Central Drive, Suite 1700

Dallas, Texas 75251

(214)365-6900

March 29, 201814, 2024

Dear Triumph Bancorp,Financial, Inc. Stockholders,

You are cordially invited to attend the Annual Meeting of Stockholders of Triumph Bancorp,Financial, Inc., to (the “Company”). The meeting will be held on May 10, 2018.Tuesday, April 23, 2024. The Annual Meeting will begin promptly at 1:00 p.m.8:30 a.m., local time, at 3 Park Central, 12700 Park Central Drive, Basement Level, Conference Room 1,15^th Floor, Dallas, Texas 75251.

A Notice of Annual Meeting of Stockholders and the Proxy Statement for the meeting are attached. To ensure your representation at the Annual Meeting, you are urged to vote by proxy via the Internet or telephone pursuant to the instructions provided in the enclosed proxy card; or by completing, dating, signing and returning the enclosed proxy card.

The Notice of Annual Meeting and Proxy Statement on the following pages contain information about the official business of the Annual Meeting. Whether or not you expect to attend, please vote your shares now. Of course, if you decide to attend the Annual Meeting, you will have the opportunity to revoke your proxy and vote your shares in person. This Proxy Statement is also available at www.proxydocs.com/TBK.TFIN.

Sincerely,

Aaron P. Graft

President and Chief Executive Officer

Distinction Between Holding Shares as a Stockholder of Record and as a Beneficial Owner

Some of our stockholders hold their shares through a broker, trustee, or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those shares owned beneficially.

If you are not a stockholder of record, please understand that we do not know that you are a stockholder, or how many shares you own.

Voting Deadline

If you are a stockholder of record on the record date, then your proxy must be received no later than 11:59 p.m., central time on May 9, 2018April 22, 2024 to be counted. If you are the beneficial owner of your shares held through a broker, trustee, or other nominee, please follow the instructions of your broker, trustee, or other nominee in determining the deadline for submitting your proxy.

Voting without Attending the Annual Meeting

Whether you hold shares directly as a stockholder of record or through a broker, trustee, or other nominee, you may direct how your shares are voted without attending the Annual Meeting. You may give voting instructions by the Internet, by telephone, or by mail. Instructions are on the proxy card. The proxy holders will vote all properly executed proxies that are delivered in response to this solicitation, and not later revoked, in accordance with the instructions given by you.

Voting in Person

Shares held in your name as the stockholder of record on the record date may be voted in person at the Annual Meeting. Shares for which you are the beneficial owner but not the stockholder of record may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee, or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you vote by proxy as described below so that your vote will be counted if you later decide not to attend the Annual Meeting.

The vote you cast in person will supersede any previous votes that you may have submitted, whether by Internet, telephone, or mail.

Voting RequirementsRequired Votes

At the Annual Meeting, stockholders will consider and act upon (1) the election of foureleven directors to our Board of Directors to serve until the next annual meeting of stockholders or until their respective successors

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have been elected and qualified, (2) the DeclassificationSay on Pay Proposal, (3) the Majority Vote Proposal, (4) the ratification of the appointment of our independent registered public accounting firm, and (5)(4) such other business as may properly come before the Annual Meeting.

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adjourn or postpone the Annual Meeting to permit us to solicit additional proxies in favor of any proposal, the persons named in the proxy card will vote on such matter in their own discretion.

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PROPOSAL 1: ELECTION OF DIRECTORS

Introduction

In accordance with the terms of our charter, our Board of Directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered three-year terms and is divided as follows:

The Board of Directors has determined that with the exception of Aaron P. Graft and Carlos M. Sepulveda, Jr., each of our current directors is an independent director.

Under the current terms of our Charter, at each annual meeting of stockholders, upon the expiration of the term of a class of directors, the successor to each such director in the class will be elected to serve from the time of election and qualification until the third annual meeting following his or her election and until his or her successor is duly elected and qualifies, in accordance with our charter. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist, as nearly as possible, ofone-third of the directors. Each of the directors elected at the Annual Meeting will be elected for a three-year term which expires at the annual meeting of stockholders expected to be held in 2021 and will serve until the director’s successor has been elected and qualified, or until the director’s earlier resignation or removal. If the Declassification Proposal (Proposal 2) is approved at the Annual Meeting, beginning with our 2019 annual meeting, directors standing forre-election at the end of their current terms will be elected toone-year terms.

Upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated Aaron P. Graft, Robert Dobrient, Maribess L. Miller and Frederick P. Perpall forre-election toeach of the Board of Directorsdirectors noted below (whom we refer to as the “nominees”). All nominees are currently directors to stand for election for a one (1) year term expiring at the 2025 annual meeting of Triumph Bancorp, Inc. andstockholders or until their respective successors have been previously elected and qualified. Each director nominee must receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all director nominees.

All of the nominees listed above have consented to being named in this proxy statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by our stockholders, except for Frederick P. Perpall. Mr. Perpall was elected as a director byBoard. Alternatively, our Board on October 24, 2016.may reduce the number of directors to be elected at the Annual Meeting.

		The Board of Directors unanimously recommends a vote FOR the election of each of the nominees.

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Information Concerning the Nominees and Directors

Biographical information for each director and nominee appears below. The information is based entirely upon information provided by the respective directors and nominees.

We believe our Board represents a broad mix of tenure, gender, ethnic, and cultural diversity with robust independence. Our Nominating and Corporate Governance Committee evaluates candidates for future directorships in light of these foregoing characteristics. In particular, the Board and the Nominating and Corporate Governance Committee believes it is appropriate to evaluate director diversity holistically by considering gender, ethnicity, as well as a range of other characteristics that inform diverse perspectives on our Board. Our Board does not manage to specific percentages or quotas for a particular type of diversity. In 2023, Davis Deadman was nominated and elected as director of the Company as part of the consolidation of the directorships of the Company and its subsidiary bank board. Director Deadman was nominated and elected to serve on the Company’s Board due to his prior experience with the Company as well as its subsidiary bank, and, in particular, due to his unique credit expertise and oversight thereto for the enterprise. Upon the election of Director Deadman in 2023, the Nominating and Corporate Governance Committee decided to not recommend any further changes to the composition of the Board (other than the election of Director Deadman and the corresponding increase in the size of the Board) as it believed the Board’s overall diversity (including the re-nomination of each incumbent director, which retained all existing diverse viewpoints on the Board notwithstanding any incremental reductions in percentage representation resulting from the increase in Board size) reflected then and continues to reflect now a commitment to diverse attributes and viewpoints on the Board. The Committee and the Board has determined such composition remains appropriate in 2024 and has noted that diversity will remain a key consideration when filling any future Board vacancy.

Director Tenure		Diversity		Independence

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Director Qualifications and Attributes

We endeavor to have a Board that represents a broad range of qualities, skills and depth of experience in areas that are relevant to and contribute to the Board’s oversight of the Company’s activities. Among others, the Board has considered these key experiences, qualifications, skills and attributes in evaluating the composition of the Board and in considering nominees for new directors.

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The table below summarizes the key experience, qualifications and attributes for each member of our Board and highlights the balanced mix of experience, qualifications and attributes of the Board as a whole. This high-level summary is not intended to be an exhaustive list of each director’s skills or contributions to the Board.

As of March 14, 2024 we are in compliance with Nasdaq Rule 5605(f) regarding Board diversity and we will remain in compliance with such rule following our Annual Meeting giving effect to the directors standing for election at the meeting. The following diversity statistics are presented in accordance with the standardized disclosure matrix set forth in such Rule:

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Directors Standing for Election at the 2024 Annual Meeting

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Board Nominees with Terms Ending in 2018

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LLC, FirstCapital Bank of Texas and First Bancshares of Texas (Holding Company). Mr. Sparks received a bachelor of business administration from Baylor University in 1989 and a master of business administration from Texas A&M University in 1992. Mr. Sparks’ extensive business and banking experience, as well as his long- standing business and banking relationships in the community, qualify him to serve on our Board of Directors.

Directors with Terms Ending in 2020 (Continuing Directors)

Charles A. Andersonhas served on our Board of Directors since 2010. In 2003, Mr. Anderson cofounded Bandera Ventures, Ltd., a firm focused on industrial development and acquisitions, distressed office acquisitions and long-term lease opportunities. Prior to that, Mr. Anderson was associated with the Trammell Crow Company where he served as senior executive director, responsible for the Development and Investment Group for the Western half of the United States. Since 2014, Mr. Anderson has served on the board of directors and as a member of the investment committee of Highwoods Properties, Inc. (NYSE:HIW), a publicly traded real estate investment trust. He earned his bachelor of business administration and master of business administration from Southern Methodist University, where he graduatedsumma cum laude.Mr. Anderson’s extensive experience in business and finance qualify him to serve on our Board of Directors.

Carlos M. Sepulveda, Jr.has served as chairman of our Board of Directors since 2010. He also serves as chairman of TBK Bank, SSB. Since March 2014, Mr. Sepulveda has served on the board of directors of Savoya, a chauffeured ground transportation service provider. In 2007, he joined the board of directors of Cinemark Holdings, Inc. (NYSE: CNK) and in 2016 was named Lead Director. In addition, he serves as chairman of the audit committee, and is a member of both the compensation committee and the strategic planning committee. From 2013 to January 2017, Mr. Sepulveda served on the board of Matador Resources Company (NYSE:MTDR), as director, chairman of the audit committee, chairman of the financial committee, and a member of both the nominations committee and executive committee. Mr. Sepulveda joined Interstate Battery System International, Inc. in 1990, and served as its president and chief executive officer from 2004 until 2013, and continues to serve on its board of directors as he has since 1995. Prior to joining Interstate Battery, Mr. Sepulveda was a partner at KPMG with more than 10 years of audit experience, including a concentration in financial services companies and banks. Mr. Sepulveda received a bachelor of business administration with highest honors from the University of Texas at Austin. He is a certified public accountant (CPA) and is a member of the American Institute of CPAs and Texas Society of CPAs. Mr. Sepulveda’s extensive experience in business and finance qualify him to serve on our Board of Directors.

Justin N. Trailhas served on our Board of Directors since 2010. He is the founder and president of Commercial Insurance Solutions Group, LLC, a national retail insurance brokerage company specializing in the risk management of real estate investment portfolios, founder and CEO of C1 Insurance Group and cofounder and director of Spicewood Funding Group, a specialty finance company. Mr. Trail serves as a director at Triumph Business Capital, chairman at Triumph Insurance Group, and member of the compensation committee of our Board of Directors. He also serves as a director at the National Multi Housing Council and numerousnon-profit organizations. Mr. Trail graduated from Texas A&M University with a bachelor of science in 1994 and a master’s degree in 1996. Mr. Trail’s extensive business and banking experience qualify him to serve on our Board of Directors.

Information Regarding Executive Officers

The following table sets forth information regarding individuals whoOur executive officers are our executive officers.as follows:

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Bluebonnet Savings Bank, FSB, a $3 billion wholesale thrift. Ms. Lehmann has been in the banking industry for more than 30 years and has experience in all facets of banking operations with particular emphasis on regulatory compliance, risk management, information technology and venture capital environments. She also has expertise in the area of property and subsidiary management. Ms. Lehmann received a bachelorBachelor of science,Science, with a majorMajor in public administration/political sciencePublic Administration/Political Science and a minorMinor in criminal justice,Criminal Justice, from the University of Illinois.

Todd Ritterbuschhas served as the President of TBK Bank, SSB since 2022. Mr. Ritterbusch also served as the Executive Vice President and Chief Lending Officer of TBK Bank, SSB from 2019-2022. Prior to joining the Company, from 2002 to April of 2019, Mr. Ritterbusch served in various capacities with JPMorgan Chase Bank, including as the Managing Director, Market Executive for the Commercial Bank covering the Ft. Worth and West Texas markets. During his tenure with JPMorgan Chase Bank, Mr. Ritterbusch led a commercial banking team serving businesses with revenues between $20 million and $500 million across his market area. Mr. Ritterbusch holds a Bachelor of Science in Engineering from Purdue University and a Master of Business Administration from the Kellogg School of Management and a Master of Engineering Management from the McCormick School of Engineering at Northwestern University. He served on the boards of Cook Children’s Healthcare Foundation, Cook Children’s Health Plan and Leadership ISD.

Adam D. Nelsonjoined Triumph in 2013 has served as our Executive Vice President, General Counsel and Assistant Secretary since 2013. He also serves as Executive Vice President, General Counsel and General Counsel. He also serves as executive vice president and general counselAssistant Secretary of TBK Bank, SSB. Mr. Nelson previously served as Vice President and Chief Compliance Officer of Trinitas Capital Management, LLC, an independenta registered investment adviser. In addition, Mr. Nelson previously served as Vice President and Deputy General Counsel of ACE Cash Express, Inc., a financial services retailer. Prior to that, Mr. Nelson was an attorney with the firm of Weil Gotshal & Manges, LLP, where he focused on mergers and acquisitions, management led buyouts and private equity transactions. Mr. Nelson received a bachelorBachelor of artsArts in economics,Economics, magna cum laude, from Baylor University and a Juris Doctorate,cum laude, from Harvard Law School.

Daniel J. KarasservesMelissa Forman-Barenblit has served as ExecutivePresident of TriumphPay since 2022. She joined TriumphPay as Senior Vice President and Chief LendingOperations Officer of TBK Bank, SSB. He joined Triumph in 2012 as Executive Vice President – Asset Based Lending for Triumph Commercial Finance with more than 302019. Ms. Forman-Barenblit has over 25 years of experience in all aspectsacross multiple freight technologies companies. Before joining TriumphPay she spent nearly a decade leading sales and strategic partnerships for eCapital, LLC, a leading transportation factor. Ms. Forman-Barenblit holds a Masters of commercial finance. Prior to joining Triumph, Karas served as Executive Vice PresidentBusiness Administration from California State University, Dominquez Hills and Managing Director of Marquette Business Credit, where he led Marquette’s general factoring business as well as marketing for its asset based lending platform. Previously he served with GE Capital/Heller Financial as Managing Director of the Corporate Lending Group, then the Enterprise Client Group and finally Energy Financial Services. He began his career with JPMorgan Chase, formerly Chemical Bank, in New York and gained experience in credit, commercial and leveraged lending prior to opening Bank of America’s (formerly NationsBank) New York ABL office. Mr. Karas is currently a member of the Board of Directors of the Commercial Finance Association. He received his Bachelor of Science in Finance andBusiness Management from Templethe University and his Master of Business Administration from the Stern School of Business at New York University.Phoenix.

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CORPORATE GOVERNANCE

Board of Directors Meetings

During 2017,2023, the Board of Directors held eight4 meetings and committees of the Board held a total of 2521 meetings. Each of our directors attended at least 75% of the total meetings of the Board and committees on which he or she served during 2017.2023.

Director Independence

The Board of Directors has determined that with the exception of Aaron P. Graft and Carlos M. Sepulveda, Jr.,Davis Deadman, each of our current directors is an independent director underas defined for purposes of the rules of the NASDAQSecurities and Exchange Commission (“SEC”) and the SEC.listing standards of The Nasdaq Stock Market (“Nasdaq”). For a director to be considered independent, the Board must determine that the director does not have a relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making this determination, the Board will consider all relevant facts and circumstances, including any transactions or relationships between the director and the Company or its subsidiaries.

Board Committees

Our Board of Directors has established standing committees in connection with the discharge of its responsibilities. These committees include the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Risk Managementand Compliance Committee. Our Board of Directors also may establish such other committees as it deems appropriate, in accordance with applicable law and regulations and our corporate governance documents.

Audit Committee. Our Audit Committee is composed of Michael P. Rafferty (chair)(Chair), Maribess L. Miller, Debra A. Bradford and C. Todd Sparks. The Board of Directors appointed Mr. Sparks as a member of the Audit Committee on July 11, 2017, filling the vacant member seat left by a former director, Derek R. McClain. The Audit Committee assists the Board of Directors in fulfilling its responsibilities for general oversight of the integrity of our financial statements, compliance with legal and regulatory requirements, the independent auditors’ qualifications and independence, and the performance of our internal audit function and independent auditors, and risk assessment and risk management.auditors. Among other things, the Audit Committee:

The Audit Committee works closely with management as well as our independent auditors. The Audit Committee has the authority to obtain advice and assistance from and receive appropriate funding to engage outside legal, accounting or other advisors as the Audit Committee deems necessary to carry out its duties.

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The Audit Committee is composed solely of members who satisfy the applicable independence and other requirements of the SEC and the NASDAQNasdaq for Audit Committees and each of whom meet the additional criteria for independence of audit committee members set forth in Rule10A-3(b)(1) under the Exchange Act. In addition, at least one member of the Audit Committee shall be a member of the Company’s Risk and Compliance Committee. Each of Mr. Rafferty and Ms. Miller is an “audit committee financial expert” as defined by the SEC. The Audit Committee has adopted a written charter that, among other things, specifies the scope of its rights and responsibilities. The charter is available on our website under the link entitled “Investor Relations – Corporate Governance” atwww.triumphbancorp.comwww.tfin.com. Our Audit Committee met nine times during 2017.2023.

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oversight. Moreover, the separation of these roles allows our Chief Executive Officer to better focus on his growing responsibilities of running the Company, enhancing stockholder value and expanding and strengthening the Company’s franchise while allowing the Chairman to lead our Board of Directors in its fundamental role of providing advice to and independent oversight of management. Consistent with this determination, Carlos M. Sepulveda, Jr., serves as Chairman of our Board of Directors, and Aaron P. Graft serves as our Chief Executive Officer and President. Carlos M. Sepulveda, Jr. was previously our Executive Director, but ceased holding an executive role effective December 31, 2015. We anticipate that Mr. Sepulveda will qualify as an independent director beginning January 1, 2019.

Risk is inherent with every business, and how well a business manages risk can ultimately determine its success. We face a number of risks, including credit, interest rate, liquidity, operational, strategic and reputation risks. Management is responsible for theday-to-day management of risks the Company faces, while the Board of Directors, as a whole and through its committees, including its Risk Managementand Compliance Committee, has responsibility for the oversight of risk management. In its risk oversight role, the Board of Directors has the responsibility to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Chairman of the Board of Directors and independent members of the Board of Directors work together to provide strong, independent oversight of the Company’s management and affairs through its standing committees and, when necessary, special meetings of independent directors.

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In this section we are only required to identify three, in order to give stockholders a broader view ofdiscuss and analyze the compensation of our most senior executives.

Our named executive officers (“NEOs”) including our Chief Executive Officer, the Chief Financial Officer and the next three most highly compensated executive officers. This discussion and analysis also includes a description of our compensation practices and philosophy, our decision making process for compensation matters, and the material factors impacting our compensation decisions for 2023 compensation.

Executive Summary

2023 Financial Performance

During 2023, the Company made significant advancements on key strategic initiatives while successfully navigating significant stress and uncertainty in the banking sector, a protracted recession in the transportation and freight industry, and an elevated interest rate environment that continued to put pressure on the Company’s clients and borrowers. These trends, which began in 2022 and continued throughout 2023, significantly impacted all of the economic sectors in which the Company operates, including banking, transportation, technology and payments. Notwithstanding these challenges, in particular the impact of the freight recession on near term earnings, the Company’s underlying business and long-term prospects continued to thrive, including significant achievements and high performance with respect to key operational and segment-level metrics during the year.

As a result of the headwinds discussed above, the Company determined during the course of 2023 to focus on: (i) moderating expense growth, (ii) controlling core deposit attrition in its banking franchise while maintaining a low overall cost of funds, (iii) continuing to organically grow and expand both transactional volumes and revenues at TriumphPay, and (iv) driving operational improvements in its factoring segment, positioning this business to take advantage of the eventual rebound in this market. The Company earned net income to common stockholders for 2023 of $37.9 million, or $1.61 per share, with the conditions outlined above placing pressure on near term earnings. However, as a result of successful execution of the initiatives above, the Company delivered key financial and strategic achievements across its business lines.

Banking

The banking segment successfully controlled deposit attrition and maintained a top tier overall cost of funds in the face of the elevated interest rate environment. The Company’s total cost of funds for the year ended December 31, 2023 was 1.21%, which compared favorably to other institutions across the U.S. banking sector.

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These efforts, combined with higher loan yields resulting from increased interest rates on floating rate loans, saw the segment increase its overall pre-tax net income compared to 2022. Pre-tax net income in the banking segment for the year ended December 31, 2023 was $136.2 million, compared to $121.2 million for the year ended December 31, 2022. The segment was also able to maintain overall credit quality despite a more difficult year for borrowers experiencing cash flow challenges caused by floating interest rates and overall economic stress, particularly in transportation and commercial real estate.

Payments

The payments segment continued to grow clients and revenues, with increased transaction volumes and fee generation offsetting the effects of falling transportation invoice prices. Throughout the year, TriumphPay continued to add additional freight brokers, shippers and factors to the payments network, and increased the total number of processed transactions constituting “network transactions” (i.e. those transactions processed between a freight broker payor client and a factor payee client on a fully integrated and structured basis). For the fiscal year ended December 31, 2017, consist of our principal executive officer, principal financial officer and three other most highly compensated executive officers: (i) Aaron P. Graft, Director, Vice Chairman, Chief Executive Officer and President; (ii) R. Bryce Fowler, Executive Vice President, Chief Financial Officer and Treasurer; (iii) Gail Lehmann, Executive Vice President and Secretary; (iv) Adam D. Nelson, Executive Vice President and General Counsel; and, (v) Daniel J. Karas, Executive Vice President, Chief Lending Officer of TBK Bank, SSB.2023, TriumphPay:

2017 Summary Compensation Table

The following summary compensation table provides information regarding the compensation of our NEOs for our fiscal years ended December 31, 2017, 2016 and 2015.

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cumulative total shareholder return on the Company’s common stock, on a dividend reinvested basis, against the cumulative return of the NASDAQ Bank Index, the KBW Bank Index, the SPDR S&P Regional Banking EFT and the NASDAQ Global Select Indices for the period from December 31, 2020 to December 31, 2023. Our total stockholder return over this period outperformed each of the indices.

Named Executive Officers

Our NEOs as of December 31, 2017.2023 are as set forth below.