Triumph Financial, Inc. (TFIN)

CIK: 0001539638. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-11.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1539638. Latest filing source: 0001539638-26-000007.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-11. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001539638.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-21. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001539638.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001539638-26-000016.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-04-21. Report date: 2026-03-31.

ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This section presents management’s perspective on our financial condition and results of operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Company’s interim consolidated financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q and with the consolidated financial statements and accompanying notes and other detailed information appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. See the “Forward-Looking Statements” section of this discussion for further information on forward-looking statements.

Overview

We are a financial holding company headquartered in Dallas, Texas and registered under the Bank Holding Company Act, that offers a diversified line of banking, factoring, payments, and intelligence services. Our principal subsidiary is TBK Bank, SSB, a Texas state savings bank and the entity through which we offer substantially all of our products and services. Effective January, 1, 2025, we merged Triumph Financial Services LLC, the entity through which we previously conducted all of our factoring operations, with and into TBK Bank, SSB. As of March 31, 2026, we had consolidated total assets of $6.877 billion, total loans held for investment of $5.189 billion, total deposits of $5.700 billion and total stockholders’ equity of $950.7 million.

We offer traditional banking services, commercial lending product lines focused on businesses that require specialized financial solutions and national lending product lines that further diversify our lending operations. Our banking operations commenced in 2010 and include a branch network developed through organic growth and acquisition, including concentrations the front range of Colorado, the Quad Cities market in Iowa and Illinois and two full-service branches in Dallas, Texas. Our traditional banking offerings include a full suite of lending and deposit products and services. These activities are focused on our local market areas and some products are offered on a nationwide basis. They generate a stable source of core deposits and a diverse asset base to support our overall operations. Additionally, we offer equipment lending and mortgage warehouse lending on a nationwide basis to provide further asset base diversification and our mortgage warehouse lending generates stable deposits. Our Banking products and services share basic processes and have similar economic characteristics.

In addition to our traditional banking operations, we also operate a factoring business focused primarily on serving the over-the-road trucking industry. This business involves the provision of working capital to the trucking industry through the purchase of invoices generated by small to medium sized trucking fleets ("Carriers") at a discount to provide immediate working capital to such Carriers. In 2024, our factoring business also launched its Factoring as a Service ("FaaS") product. As part of our FaaS product, we offer certain back-office factoring services to the over-the-road transportation industry, enabling our FaaS customers to either supplement their own factoring operations or to offer factoring services to their customers wholly supported by our platform. Our factoring business operates in a highly specialized niche with unique processes and earns substantially higher yields on its factored accounts receivable portfolio than our other lending products described above.

Our payments business is a payments network for the over-the-road trucking industry. This platform was originally designed to manage Carrier payments for third party logistics companies, or 3PLs ("Brokers") and the manufacturers and other businesses that contract directly for the shipment of goods (“Shippers”), with a focus on increasing on-balance sheet factored receivable transactions through the offering of quick pay transactions for Carriers receiving such payments through the network. During 2021, we acquired HubTran, Inc., a software platform that offers workflow solutions for the processing and approval of Carrier Invoices for approval by Brokers or purchase by the factoring businesses providing working capital to Carriers ("Factors"). Following such acquisition, our strategy shifted from a capital-intensive on-balance sheet product with a greater focus on interest income to a network for the trucking industry with an additional focus on fee revenue. Our network connects Brokers, Shippers, Factors and Carriers through forward-thinking solutions that help each party successfully manage the life cycle of invoice presentment for services provided by Carrier through the processing and audit of such invoice to its ultimate payment to the Carrier or the Factor providing working capital to such Carrier.

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As part of our payments business, we also offer our LoadPay product; a digital bank account developed for Carriers. LoadPay provides a user experience and financial products, including small business transactional accounts, tailored to the financial needs of the small trucking companies that are the ultimate payees inside of the network. A key feature of the LoadPay product is our ability to rapidly fund invoices approved for payment through the network or approved for purchase as part of our factoring operations to the LoadPay account without the need for such payments to be processed through traditional payment rails such as ACH transfers. We also offer supply chain finance to Brokers, allowing them to pay their Carriers faster and drive Carrier loyalty. In addition, through the network, we provide tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. Our payments business also operates in a highly specialized niche with unique processes and key performance indicators.

Our data intelligence business, which we call Intelligence, was launched at the beginning of the fourth quarter of 2024 to turn the over-the-road trucking data collected through our services into actionable insights for our customers. This launch coincided with our acquisition of Isometric Technologies Inc., a company that provides service and performance scoring and benchmarking capabilities to the over-the-road trucking industry. The operations of this segment were further supplemented with our acquisition of Greenscreens AI. Inc., a pricing solution for the logistics industry that delivers short-term freight market pricing intelligence and business insights during the quarter ended June 30, 2025. Data has the ability to drive efficiency, enhance decision-making, and enable Shippers, Brokers, and Carriers to operate more profitably in a very competitive over-the-road trucking market. With our access to data from our payments network and other sources, we believe we can develop products and services to offer to logistics service providers, allowing them to better plan for peak periods, competitively source freight capacity, and allocate resources efficiently, thus improving their profitability. Our Intelligence business operates in a highly specialized niche with unique processes and key performance indicators.

At March 31, 2026, our business is primarily focused on providing financial services to participants in the for-hire trucking ecosystem in the United States, including Brokers, Shippers, Factors and Carriers. Within such ecosystem, we operate our payments platform, which connects such parties to streamline and optimize the presentment, audit and payment of transportation invoices. We also act as capital provider to the Carrier industry through our factoring business. We have begun to offer data services through our Intelligence offerings. Our traditional banking operations provide stable, low cost deposits to support our operations, a diversified lending portfolio to add stability to our balance sheet, and a suite of traditional banking products and services to participants in the for-hire trucking ecosystem to deepen our relationship with such clients.

We have determined our reportable segments are Banking, Factoring, Payments and Intelligence. For the three months ended March 31, 2026, our Banking segment generated 51% of our total segment revenue (comprised of interest and noninterest income), our Factoring segment generated 33% of our total segment revenue, our Payments segment generated 13% of our total segment revenue, and our Intelligence segment generated 3% of our total segment revenue.

First Quarter 2026 Overview

Net income available to common stockholders for the three months ended March 31, 2026 was $5.6 million, or $0.23 per diluted share, compared to a net loss to common stockholders for the three months ended March 31, 2025 of $0.8 million, or $(0.03) per diluted share. For the three months ended March 31, 2026, our return on average common equity was 2.48% and our return on average assets was 0.39%.

At March 31, 2026, we had total assets of $6.877 billion, including gross loans held for investment of $5.189 billion, compared to $6.381 billion of total assets and $4.991 billion of gross loans held for investment at December 31, 2025. Total loans held for investment increased $197.8 million during the three months ended March 31, 2026. Our Banking loans, which constitute 67% of our total loan portfolio at March 31, 2026, decreased from $3.525 billion in aggregate as of December 31, 2025 to $3.467 billion as of March 31, 2026, a decrease of 1.6%. Our Factoring factored receivables, which constitute 27% of our total loan portfolio at March 31, 2026, increased from $1.221 billion in aggregate as of December 31, 2025 to $1.405 billion as of March 31, 2026, an increase of 15.1%. Our Payments factored receivables, which constitute 6% of our total loan portfolio at March 31, 2026, increased from $242.1 million in aggregate as of December 31, 2025 to $312.9 million as of March 31, 2026, an increase of 29.2%.

At March 31, 2026, we had total liabilities of $5.926 billion, including total deposits of $5.700 billion, compared to $5.439 billion of total liabilities and $4.950 billion of total deposits at December 31, 2025. Deposits increased $749.7 million during the three months ended March 31, 2026.

At March 31, 2026, we had total stockholders' equity of $950.7 million. During the three months ended March 31, 2026, total stockholders’ equity increased $8.9 million. Capital ratios remained strong with Tier 1 capital and total capital to risk weighted assets ratios of 10.68% and 12.56%, respectively, at March 31, 2026.

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The total dollar value of invoices purchased by our Factoring segment during the three months ended March 31, 2026 was $3.263 billion with an average invoice size of $1,938. The average transportation invoice size for the three months ended March 31, 2026 was $1,897. This compares to invoice purchase volume of $2.708 billion with an average invoice size of $1,808 and average transportation invoice size of $1,769 during the same period a year ago.

Our Payments segment processed 8.2 million invoices paying Carriers a total of $11.014 billion during the three months ended March 31, 2026. This compares to processed volume of 7.2 million invoices for a total of $8.778 billion during the same period a year ago.

Items of Note

Triumph Financial Headquarters Update

On December 17, 2025, we sold the bu

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-11. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Cautionary Note Regarding Forward-Looking Statements

This document contains forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect our current views with respect to, among other things, future events and our financial performance. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “could,” “predict,” “potential,” “believe,” “will likely result,” “expect,” “continue,” “will,” “anticipate,” “seek,” “estimate,” “intend,” “plan,” “projection,” “would” and “outlook,” or the negative version of those words or other comparable of a future or forward-looking nature. These forward-looking statements are not historical facts and are based on current expectations, estimates and projections about our industry, management’s beliefs and certain assumptions made by management, many of which, by their nature, are inherently uncertain and beyond our control. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions and uncertainties that are difficult to predict. Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, actual results may prove to be materially different from the results expressed or implied by the forward-looking statements.

There are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following:

•business and economic conditions generally and in the bank and non-bank financial services industries, nationally and within our local market areas;

•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 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;

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•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 Act and their application by our regulators as well as privacy, cybersecurity, and artificial intelligence regulation and oversight;

•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.

The foregoing factors should not be construed as exhaustive. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Accordingly, you should not place undue reliance on any such forward-looking statements. Any forward-looking statement speaks only as of the date on which it is made and we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time and it is not possible for us to predict which will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This section presents management’s perspective on our financial condition and results of operations. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the Company’s consolidated financial statements and the accompanying notes included elsewhere in this Annual Report on Form 10-K. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. See the “Cautionary Note Regarding Forward-Looking Statements” section above.

Overview

We are a financial holding company headquartered in Dallas, Texas and registered under the Bank Holding Company Act, that offers a diversified line of banking, factoring, payments, and intelligence services. Our principal subsidiary is TBK Bank, SSB, a Texas state savings bank and the entity through which we offer substantially all of our products and services. As of December 31, 2025, we had consolidated total assets of $6.381 billion, total loans held for investment of $4.991 billion, total deposits of $4.950 billion and total stockholders’ equity of $941.8 million.

We offer traditional banking services, commercial lending product lines focused on businesses that require specialized financial solutions and national lending product lines that further diversify our lending operations. Our banking operations commenced in 2010 and include a branch network developed through organic growth and acquisition, including concentrations in the front range of Colorado, the Quad Cities market in Iowa and Illinois and two full service branches in Dallas, Texas. Our traditional banking offerings include a full suite of lending and deposit products and services. These activities are focused on our local market areas and some products are offered on a nationwide basis. They generate a stable source of core deposits and a diverse asset base to support our overall operations. Additionally, we offer equipment lending and mortgage warehouse lending on a nationwide basis to provide further asset base diversification and our mortgage warehouse lending generates stable deposits. Our Banking products and services share basic processes and have similar economic characteristics.

In addition to our traditional banking operations, we also operate a factoring business focused primarily on serving the over-the-road trucking industry. This business involves the provision of working capital to the trucking industry through the purchase of invoices generated by small to medium sized trucking fleets ("Carriers") at a discount to provide immediate working capital to such Carriers.

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In 2024, our factoring business also launched its Factoring as a Service ("FaaS") product. As part of our FaaS product, we offer certain back-office factoring services to the over-the-road transportation industry, enabling our FaaS customers to either supplement their own factoring operations or to offer factoring services to their customers wholly supported by our platform. Our factoring business operates in a highly specialized niche with unique processes and earns substantially higher yields on its factored accounts receivable portfolio than our other lending products described above.

Our payments business is a payments network for the over-the-road trucking industry. This platform was originally designed to manage Carrier payments for third party logistics companies, or 3PLs ("Brokers") and the manufacturers and other businesses that contract directly for the shipment of goods (“Shippers”), with a focus on increasing on-balance sheet factored receivable transactions through the offering of quick pay transactions for Carriers receiving such payments through the network. During 2021, we acquired HubTran, Inc., a software platform that offers workflow solutions for the processing and approval of Carrier Invoices for approval by Brokers or purchase by the factoring businesses providing working capital to Carriers ("Factors"). Following such acquisition, our strategy shifted from a capital-intensive on-balance sheet product with a greater focus on interest income to a network for the trucking industry with an additional focus on fee revenue. Our network connects Brokers, Shippers, Factors and Carriers through forward-thinking solutions that help each party successfully manage the life cycle of invoice presentment for services provided by Carrier through the processing and audit of such invoice to its ultimate payment to the Carrier or the Factor providing working capital to such Carrier. As party of our payments business, we also offer our LoadPay product; a digital bank account developed for Carriers. LoadPay provides a user experience and financial products, including small business transactional accounts, tailored to the financial needs of the small trucking companies that are the ultimate payees inside of the network. A key feature of the LoadPay product is our ability to rapidly fund invoices approved for payment through the network or approved for purchase as part of our factoring operations to the LoadPay account without the need for such payments to be processed through traditional payment rails such as ACH transfers. We also offer supply chain finance to Brokers, allowing them to pay their Carriers faster and drive Carrier loyalty. In addition, through the network, we provide tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. Our payments business also operates in a highly specialized niche with unique processes and key performance indicators.

Our data intelligence business, which we call Intelligence, was launched at the beginning of the fourth quarter of 2024 to turn the over-the-road trucking data collected through our services into actionable insights for our customers. This launch coincided with our acquisition of Isometric Technologies Inc., a company that provides service and performance scoring and benchmarking capabilities to the over-the-road trucking industry. The operations of this segment were further supplemented with our acquisition of Greenscreens AI. Inc., a pricing solution for the logistics industry that delivers short-term freight market pricing intelligence and business insights during the quarter ended June 30, 2025. Data has the ability to drive efficiency, enhance decision-making, and enable Shippers, Brokers, and Carriers to operate more profitably in a very competitive over-the-road trucking market. With our access to data from our payments network and other sources, we believe we can develop products and services to offer to logistics service providers, allowing them to better plan for peak periods, competitively source freight capacity, and allocate resources efficiently, thus improving their profitability. Our Intelligence business operates in a highly specialized niche with unique processes and key performance indicators.

At December 31, 2025, our business is primarily focused on providing financial services to participants in the for-hire trucking ecosystem in the United States, including Brokers, Shippers, Factors and Carriers. Within such ecosystem, we operate our payments platform, which connects such parties to streamline and optimize the presentment, audit and payment of transportation invoices. We also act as capital provider to the Carrier industry through our factoring business. We have begun to offer data services through our Intelligence offerings. Our traditional banking operations provide stable, low cost deposits to support our operations, a diversified lending portfolio to add stability to our balance sheet, and a suite of traditional banking products and services to participants in the for-hire trucking ecosystem to deepen our relationship with such clients.

We have determined our reportable segments are Banking, Factoring, Payments and Intelligence. For the year ended December 31, 2025, our Banking segment generated 57% of our total segment revenue, our Factoring segment generated 31% of our total segment revenue, our Payments segment generated 11% of our total segment revenue, and our Intelligence segment generated 1% of our total segment revenue. Total segment revenue is defined as interest and noninterest income.

2025 Overview

Net income available to common stockholders for the year ended December 31, 2025 was $22.2 million, or $0.93 per diluted share, compared to net income available to common stockholders for the year ended December 31, 2024 of $12.9 million, or $0.54 per diluted share. For the year ended December 31, 2025, our return on average common equity was 2.54% and our return on average assets was 0.40%.

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At December 31, 2025, we had total assets of $6.381 billion, including gross loans of $4.991 billion, compared to $5.949 billion of total assets and $4.547 billion of gross loans at December 31, 2024. Total loans increased $444.3 million during the year ended December 31, 2025. Our Banking loans, which constitute 71% of our total loan portfolio at December 31, 2025, increased from $3.340 billion in aggregate as of December 31, 2024 to $3.525 billion as of December 31, 2025, an increase of 5.5%. Our Factoring factored receivables, which constitute 24% of our total loan portfolio at December 31, 2025, increased from $1.033 billion in aggregate as of December 31, 2024 to $1.221 billion as of December 31, 2025, an increase of 18.2%. Our Payments factored receivables, which constitute 5% of our total loan portfolio at December 31, 2025, increased from $171.7 million in aggregate as of December 31, 2024 to $242.1 million as of December 31, 2025, an increase of 41.0%.

At December 31, 2025, we had total liabilities of $5.439 billion, including total deposits of $4.950 billion, compared to $5.058 billion of total liabilities and $4.821 billion of total deposits at December 31, 2024. Deposits increased $129.4 million during the year ended December 31, 2025.

At December 31, 2025, we had total stockholders' equity of $941.8 million. During the year ended December 31, 2025, total stockholders’ equity increased $50.9 million. Tier 1 capital and total capital to risk weighted assets ratios were 10.74% and 12.71%, respectively, at December 31, 2025.

The total dollar value of invoices purchased by our Factoring segment during the year ended December 31, 2025 was $11.699 billion with an average invoice size of $1,752. The transportation average invoice size for the year was $1,717. This compares to invoice purchase volume of $10.370 billion with an average invoice size of $1,786 and average transportation invoice size of $1,750 for the year ended December 31, 2024.

Our Payments segment processed 33.6 million invoices paying Carriers a total of $40.517 billion during the year ended December 31, 2025. This compares to processed volume of 24.8 million invoices for a total of $27.784 billion during the year ended December 31, 2024.

2025 Items of Note

Triumph Financial Headquarters Update

On December 17, 2025, we sold the building in Dallas, Texas originally purchased in March 2024 for the purpose of constructing a future headquarters for Triumph Financial and will not occupy the building in any capacity. The building was sold for $64.0 million in cash, resulting in a gain on sale of $8.7 million. The gain on sale was allocated to the Corporate and Other category for segment reporting.

Restructuring Activities

In August 2025, we announced a reduction in force involving approximately 5% of our workforce, as well as other cost saving initiatives including non-headcount related reductions in facilities, legacy technology, vendor spend, and travel. These actions are part of our initiatives to re-balance our cost structure in light of technology investments that have delivered significant efficiencies across the organization. These advancements have reduced the need for certain roles and prompted a reorganization of teams and responsibilities to better serve our transportation verticals. We believe these actions will strengthen our competitive position, enhance operational agility, and support sustainable long-term growth.

During the year ended December 31, 2025, we recognized $3.2 million of expense related to the reduction in force, which consisted primarily of one-time termination charges arising from severance obligations and other customary employee benefit payments made in connection with a reduction in force. These costs were included in salaries and benefits expense in the consolidated statements of income and for segment reporting, $0.5 million of the expense was recognized by the Banking segment, $1.1 million was recognized by the Factoring segment, $0.5 million was recognized by the Payments segment, $0.2 million was recognized by the Intelligence segment, and $0.8 million was allocated to the corporate and other category. The Company also recognized $1.3 million of expense during the year ended December 31, 2025 related to the cost saving initiatives, which consisted primarily of one-time contract amendment fees. These costs were included in professional fees in the consolidated statements of income and were allocated to the corporate and other category for segment reporting.

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USPS Settlement

At June 30, 2025, we carried a receivable (the “Misdirected Payments Receivable”) payable by the United States Postal Service (“USPS”) arising from accounts factored to a large carrier. The balance of such Misdirected Payments Receivable, net of customer reserves, was $19.4 million. The amounts represented by this receivable were paid by the USPS directly to such customer in contravention of notices of assignment delivered to, and previously honored by, the USPS, which amount was then not remitted back to us by such customer as required. The USPS disputed their obligation to make such payment, citing purported deficiencies in the notices delivered to them. We were a party to litigation in the United States Court of Federal Claims against the USPS seeking a ruling that the USPS was obligated to make the payments represented by this receivable directly to us. On June 30, 2025, we reached an agreement with the USPS ("the USPS Settlement") whereby the USPS agreed to pay us $47.5 million to settle the litigation in the United States Court of Federal Claims and certain other related proceedings. Such settlement was entered into as part of a global settlement of the disputes related to the Misdirected Payments Receivable, other amounts we asserted were due to us from USPS for other balances owed to us as a result of their failure to honor our notices of assignment, and certain claims of the large carrier involved in this matter against the USPS for underpayment on certain transportation contracts in which we had a security interest. We received the full $47.5 million settlement proceeds on July 10, 2025. The proceeds of the USPS Settlement were applied as follows:

•$11.5 million to the aforementioned large carrier,

•$19.4 million to relieve the entire balance of Misdirected Payments Receivable, net of customer reserves,

•$1.1 million of interest and fees,

•$7.9 million of legal expense recovery

•$3.8 million to recovery of previously charged-off acquired over-formula advances related to the aforementioned large carrier, and

•$3.8 million to CVLG in accordance with the amended terms of the CVLG transaction.

The USPS Settlement had an $11.5 million positive impact on pretax net income for the year ended December 31, 2025 made up of the prior period impacts of the interest and fees, legal expense recovery, and the recovery of the previously charged-off acquired over-formula advances. The $19.4 million Misdirected Payments Receivable balance was legally discharged upon receipt of the settlement proceeds on July 10, 2025.

Greenscreens.ai

On May 8, 2025, we, through our wholly-owned subsidiary TBK Bank, SSB, acquired Greenscreens AI, Inc. ("Greenscreens"), a pricing solution for the logistics industry that delivers short-term freight market pricing intelligence and business insights, for $139.0 million in cash and $12.7 million of our common stock.

For further information on the above transactions see Note 2 – Business Combinations and Divestitures in the accompanying notes to the consolidated financial statements included elsewhere in this report.

2024 Items of Note

Isometric Technologies Inc

On December 1, 2024, we acquired Isometric Technologies Inc. ("ISO"), a freight technology company, for $10.0 million in cash. Isometric Technologies provides service and performance scoring and benchmarking capabilities to the over-the-road trucking industry.

For further information on the above transactions see Note 2 – Business Combinations and Divestitures in the accompanying notes to the consolidated financial statements included elsewhere in this report.

Macroeconomic Considerations

As a business operating in the bank and non-bank financial services industries, our business and operations are sensitive to general business and economic conditions in the United States. If the U.S. economy weakens, our growth and profitability from our operations, including lending and deposit services, could be constrained.

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During 2022 and the early part of 2023, the U.S. experienced decades-high inflation and a rising interest rate environment not seen in several years. Since then, the rate of inflation has slowed; however, the impacts of prior inflation and the looming threat of further inflation, whether caused by monetary policy, tariffs, or other factors, could make it more difficult for our borrowers to repay their loans, potentially leading to increased delinquencies, increased volume of loan modifications, and financial losses for the Company. In terms of our borrowers' repayment of loans, we have experienced some of these effects, particularly in our commercial real estate and equipment finance portfolios. This resulted in an increase in the volume of loan modifications, including modifications made to troubled borrowers. At current rates, we believe that our borrowers have incentives to work constructively with us toward viable long-term solutions and our approach is to be both proactive and patient with them in an effort to minimize loan losses. Additionally, while interest rates in the macro economy were relatively flat throughout 2024 and decreased throughout 2025, future increases in such rates to combat inflation could incentivize our depositors to seek higher yielding products, which could result in some deposit run-off, and our ability to retain or grow our deposit base could be hindered by higher market interest rates in the future. See Item 7A. “Quantitative and Qualitative Disclosures About Market Risk” for a discussion of the Company's Asset/Liability Management and Interest Rate Risk. Additionally, increased rates on our borrowers' variable rate loans could lead to increased delinquencies, increased volume of loan modifications, and financial losses for the Company.

The Company did experience the direct impact of inflation and rising costs in the form of higher salaries, general and administrative costs due to wage inflation and price increases throughout the past three years. While such impact was softer during 2025 and the Company has not yet experienced any material adverse effects, the prolonged impact of a higher interest rate environment and resumed inflation could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2025.

We define liquidity as our ability to generate sufficient cash to fund current loan demand, deposit withdrawals, or other cash demands and disbursement needs, and otherwise to operate on an ongoing basis. During the early part of 2023, the financial services industry faced a liquidity challenge that resulted in the failure of a handful of financial institutions. We manage liquidity at the holding company level as well as that of our bank subsidiary. The management of liquidity at both levels is important, because the holding company and our bank subsidiary have different funding needs and sources, and each is subject to regulatory guidelines and requirements which require minimum levels of liquidity. We believe that our liquidity ratios meet or exceed those guidelines and our present position is adequate to meet our current and future liquidity needs. See "Liquidity and Capital Resources" below for discussion of our capital resources and liquidity management.

Given the nature of the Company's operations, supply chain disruptions, whether caused by tariffs, natural disasters, or otherwise, do not have a direct impact on the Company; however, such disruptions could make it more difficult for our borrowers to repay their loans, potentially leading to increased delinquencies, increased volume of loan modifications, and financial losses for the Company. We did not experience such adverse effects during the year ended December 31, 2025. Supply chain disruptions most prominently impact our trucking transportation and factoring operations discussed in terms of trucking volume in the following section. While the Company has not yet experienced any material adverse effects, the prolonged impact or increased intensity of supply chain disruptions could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2025.

While economic conditions in foreign countries, including impacts related to the war in Ukraine, conflict in the Middle East and South America, and tensions in U.S.-China relations, could affect the stability of global financial markets, which could hinder U.S. economic growth, we did not experience a financial impact due to such conditions during the year ended December 31, 2025. While the Company has not yet experienced any material adverse effects, the prolonged impact of such conflicts, or other global economic events, could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2025.

Trucking Transportation and Factoring

Over the last few years, including most of 2025, the largest driver of changes in revenue at our Factoring segment, and to a lesser extent, our Payments segment, is fluctuation in the freight markets, particularly in brokered freight, which is priced largely off the spot market (a reflection of real-time balance of carrier supply and shipper demand in the market) and subject to variability in diesel prices. The softness in freight since 2023 has been the result of a combination of falling volumes and excess capacity. In recent quarters, average rates per mile have decreased and returned spot rates to levels last seen in 2019. For the spot rate market, the drop was a little higher than the drop in diesel prices over the same period. Spot rates had fallen below the cost per mile to operate for many carriers. As a result, we have observed a number of small and medium-sized trucking companies either leave the market by signing on with larger carriers or electing to sell their fleets or companies and move on to other endeavors, though the pace of these exits has slowed recently. The confluence of these circumstances has resulted in persistently low invoice prices and decreased prices of new and used equipment. Such invoice prices and prices of new and used equipment remain consistently below the years leading up to 2023. This has put pressure on the revenue of our Factoring segment as well as our equipment finance borrowers, resulting in increased equipment finance delinquencies and loan modifications. Equipment finance losses have been manageable, but continued softness in

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the freight markets could cause the Company to experience adverse effects on its business, financial condition, results of operations and cash flows that are not possible to predict at December 31, 2025.

Though the transportation factoring industry continues to fight headwinds due to higher cost of capital and lower average invoices, we have sufficient access to capital, manageable funding costs, and an ability to diversify transportation and factoring income. We continue to focus our efforts on technology initiatives to be more efficient, support the enterprise, and enhance our customer experience while delivering various products to strengthen our clients throughout their business lifecycle. Our plan is for managed growth in our factoring segment with a greater emphasis on enhancing efficiency and profitability. These plans may include use of new technology tools, including those that integrate artificial intelligence capabilities.

Climate Change

Refer to Item 1. Business for background as it relates to the Company and climate change.

There have been significant completed and pending developments in federal and state legislation and regulation regarding climate change in recent years. Given our size and the nature of our business, the incurred direct impact and expected future direct impact of climate-related regulation is not material, nor expected to be material, to our business, financial condition, or results of operations. Further, we have not experienced any physical effects of climate change on our operations and results.

We recognize that, while not material to our operations to-date, indirect consequences of climate-related regulation could exist that might be associated with our lending to certain types of customers who engage in activity that some could deem potentially harmful to the environment. The Company notes that the climate change landscape is constantly evolving and at this time, it is not possible for us to know or predict the full universe or extent that these indirect effects will have on the Company's future operations.

While programs and initiatives focused on sustainability and resource conservation have been put in place by the Company, there have been no material past capital expenditures for climate-related projects. We do not plan to have material future capital expenditures for climate-related projects at this time. Additionally, we have not incurred any material compliance costs related to climate change.

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Financial Highlights

The following table shows selected financial data for each of the years in the three year period ended December 31, 2025:

As of and for the years ended December 31,

(Dollars in thousands, except per share amounts)

2025

2024

2023

Income Statement Data:

Interest income

$

430,467 

$

422,515 

$

422,421 

Interest expense

79,879 

72,059 

54,342 

Net interest income

350,588 

350,456 

368,079 

Credit loss expense (benefit)

3,148 

18,767 

12,203 

Net interest income after provision

347,440 

331,689 

355,876 

Noninterest income

88,412 

65,414 

50,173 

Noninterest expense

402,861 

376,635 

353,234 

Net income before income taxes

32,991 

20,468 

52,815 

Income tax expense

7,632 

4,378 

11,734 

Net income

25,359 

16,090 

41,081 

Dividends on preferred stock

(3,206)

(3,206)

(3,206)

Net income available to common stockholders

$

22,153 

$

12,884 

$

37,875 

Balance Sheet Data:

Total assets

$

6,380,588 

$

5,948,975 

$

5,347,334 

Cash and cash equivalents

248,471 

330,117 

286,635 

Investment securities

370,415 

387,882 

307,109 

Loans held for sale

459 

1,172 

1,236 

Loans held for investment, net

4,954,796 

4,506,246 

4,127,881 

Total liabilities

5,438,817 

5,058,056 

4,482,934 

Noninterest-bearing deposits

1,901,638 

1,964,457 

1,632,022 

Interest-bearing deposits

3,048,578 

2,856,363 

2,345,456 

FHLB advances

280,000 

30,000 

255,000 

Subordinated notes

69,879 

69,662 

108,678 

Junior subordinated debentures

42,991 

42,352 

41,740 

Total stockholders’ equity

941,771 

890,919 

864,400 

Preferred stockholders' equity

45,000 

45,000 

45,000 

Common stockholders' equity (1)

896,771 

845,919 

819,400 

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As of and for the years ended December 31,

2025

2024

2023

Per Share Data:

Basic earnings per common share

$

0.94 

$

0.55 

$

1.63 

Diluted earnings per common share

$

0.93 

$

0.54 

$

1.61 

Book value per share

$

37.73 

$

36.16 

$

35.16 

Tangible book value per share (1)

$

20.77 

$

25.13 

$

24.12 

Shares outstanding end of period

23,765,385 

23,391,411 

23,302,414 

Weighted average shares outstanding - basic

23,618,924 

23,286,675 

23,208,086 

Weighted average shares outstanding - diluted

23,847,448 

23,779,392 

23,562,377 

Performance ratios:

Return on average assets

0.40 

%

0.28 

%

0.76 

%

Return on average total equity

2.76 

%

1.81 

%

4.80 

%

Return on average common equity

2.54 

%

1.53 

%

4.67 

%

Return on average tangible common equity (1)

4.27 

%

2.20 

%

6.91 

%

Yield on loans

8.27 

%

8.87 

%

9.20 

%

Cost of interest -bearing deposits

2.25 

%

2.18 

%

1.37 

%

Cost of total deposits

1.28 

%

1.25 

%

0.83 

%

Cost of total funds

1.50 

%

1.51 

%

1.21 

%

Net interest margin

6.39 

%

6.95 

%

7.67 

%

Net noninterest expense to average assets

4.98 

%

5.43 

%

5.58 

%

Asset Quality ratios(2):

Past due to total loans

2.72 

%

3.27 

%

2.00 

%

Nonperforming loans to total loans

1.15 

%

2.49 

%

1.65 

%

Nonperforming assets to total assets

1.10 

%

2.02 

%

1.42 

%

ACL to nonperforming loans

63.44 

%

35.93 

%

51.15 

%

ACL to total loans

0.73 

%

0.90 

%

0.85 

%

Net charge-offs to average loans

0.38 

%

0.31 

%

0.47 

%

Capital ratios:

Tier 1 capital to average assets

9.86 

%

12.03 

%

12.64 

%

Tier 1 capital to risk-weighted assets

10.74 

%

13.06 

%

13.74 

%

Common equity Tier 1 capital to risk-weighted assets

9.16 

%

11.40 

%

11.94 

%

Total capital to risk-weighted assets

12.71 

%

15.23 

%

16.75 

%

Total stockholders' equity to total assets

14.76 

%

14.98 

%

16.17 

%

Tangible common stockholders' equity ratio (1)

8.26 

%

10.33 

%

11.04 

%

(1)The Company uses certain non-GAAP financial measures to provide meaningful supplemental information regarding the Company’s operational performance and to enhance investors’ overall understanding of such financial performance. The non-GAAP measures used by the Company include the following:

•“Common stockholders’ equity” is defined as total stockholders’ equity at end of period less the liquidation preference value of the preferred stock.

•“Tangible common stockholders’ equity” is defined as common stockholders’ equity less goodwill and other intangible assets.

•“Total tangible assets” is defined as total assets less goodwill and other intangible assets.

•“Tangible book value per share” is defined as tangible common stockholders’ equity divided by total common shares outstanding. This measure is important to investors interested in changes from period-to-period in book value per share exclusive of changes in intangible assets.

•“Tangible common stockholders’ equity ratio” is defined as the ratio of tangible common stockholders’ equity divided by total tangible assets. We believe that this measure is important to many investors in the marketplace who are interested in relative changes from period-to period in common equity and total assets, each exclusive of changes in intangible assets.

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•“Return on average tangible common equity” is defined as net income available to common stockholders divided by average tangible common stockholders’ equity.

(2)Asset quality ratios exclude loans held for sale.

GAAP Reconciliation of Non-GAAP Financial Measures

We believe the non-GAAP financial measures included above provide useful information to management and investors that is supplementary to our financial condition, results of operations and cash flows computed in accordance with GAAP; however, we acknowledge that our non-GAAP financial measures have a number of limitations. The following reconciliation table provides a more detailed analysis of the non-GAAP financial measures:

As of and for the years ended December 31,

(Dollars in thousands, except per share amounts)

2025

2024

2023

Total stockholders' equity

$

941,771 

$

890,919 

$

864,400 

Preferred stock liquidation preference

(45,000)

(45,000)

(45,000)

Total common stockholders' equity

896,771 

845,919 

819,400 

Goodwill and other intangibles

(403,184)

(258,208)

(257,355)

Tangible common stockholders' equity

$

493,587 

$

587,711 

$

562,045 

Common shares outstanding

23,765,385 

23,391,411 

23,302,414 

Tangible book value per share

$

20.77 

$

25.13 

$

24.12 

Total assets at end of period

$

6,380,588 

$

5,948,975 

$

5,347,334 

Goodwill and other intangibles

(403,184)

(258,208)

(257,355)

Total tangible assets at end of period

5,977,404 

5,690,767 

5,089,979 

Tangible common stockholders' equity ratio

8.26 

%

10.33 

%

11.04 

%

Average total stockholders' equity

$

918,850 

$

886,900 

$

855,488 

Average preferred stock liquidation preference

(45,000)

(45,000)

(45,000)

Average total common stockholders' equity

873,850 

841,900 

810,488 

Average goodwill and other intangibles

(355,104)

(254,924)

(262,552)

Average tangible common equity

$

518,746 

$

586,976 

$

547,936 

Net income available to common stockholders

$

22,153 

$

12,884 

$

37,875 

Average tangible common equity

518,746 

586,976 

547,936 

Return on average tangible common equity

4.27 

%

2.20 

%

6.91 

%

Net noninterest expense to average assets ratio:

Noninterest expenses

$

402,861 

$

376,635 

$

353,234 

Noninterest income

88,412 

65,414 

50,173 

Net noninterest expenses

$

314,449 

$

311,221 

$

303,061 

Average total assets

$

6,314,564 

$

5,733,069 

$

5,431,276 

Net noninterest expense to average assets ratio

4.98 

%

5.43 

%

5.58 

%

Results of Operations

For discussion of the results of operations for the year ended December 31, 2024 compared with the year ended December 31, 2023, see Triumph Financial’s 2024 Annual Report on Form 10-K, filed with the Securities and Exchange Commission on February 11, 2025.

Fiscal year ended December 31, 2025 compared with year ended December 31, 2024

Net Income

We earned net income of $25.4 million for the year ended December 31, 2025 compared to $16.1 million for the year ended December 31, 2024, an increase of $9.3 million.

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For the Years Ended December 31,

(Dollars in thousands)

2025

2024

$ Change

% Change

Interest income

$

430,467 

$

422,515 

$

7,952 

1.9 

%

Interest expense

79,879 

72,059 

7,820 

10.9 

%

Net interest income

350,588 

350,456 

132 

— 

%

Credit loss expense (benefit)

3,148 

18,767 

(15,619)

(83.2)

%

Net interest income after credit loss expense (benefit)

347,440 

331,689 

15,751 

4.7 

%

Noninterest income

88,412 

65,414 

22,998 

35.2 

%

Noninterest expense

402,861 

376,635 

26,226 

7.0 

%

Net income (loss) before income taxes

32,991 

20,468 

12,523 

61.2 

%

Income tax expense (benefit)

7,632 

4,378 

3,254 

74.3 

%

Net income (loss)

$

25,359 

$

16,090 

$

9,269 

57.6 

%

Details of the changes in the various components of net income are further discussed below.

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Net Interest Income

Our operating results depend primarily on our net interest income, which is the difference between interest income on interest-earning assets, including loans and securities, and interest expense incurred on interest-bearing liabilities, including deposits and other borrowed funds. Interest rate fluctuations, as well as changes in the amount and type of interest-earning assets and interest-bearing liabilities, combine to affect net interest income. Our net interest income is affected by changes in the amount and mix of interest-earning assets and interest-bearing liabilities, referred to as a “volume change.” It is also affected by changes in yields earned on interest-earning assets and rates paid on interest-bearing deposits and other borrowed funds, referred to as a “rate change.”

The following table presents the distribution of average assets, liabilities and equity, as well as interest income and fees earned on average interest-earning assets and interest expense paid on average interest-bearing liabilities:

For the years ended December 31,

2025

2024

2023

(Dollars in thousands)

Average

Balance

Interest

Average

Rate

Average

Balance

Interest

Average

Rate

Average

Balance

Interest

Average

Rate

Interest-earning assets:

Cash and cash equivalents

$

326,925 

$

14,217 

4.35 

%

$

456,821 

$

24,244 

5.31 

%

$

242,125 

$

12,561 

5.19 

%

Taxable securities

387,634 

21,538 

5.56 

%

361,318 

23,468 

6.50 

%

305,554 

19,582 

6.41 

%

Tax-exempt securities

2,496 

63 

2.52 

%

3,191 

88 

2.76 

%

8,228 

213 

2.59 

%

FHLB and other stock

14,728 

1,687 

11.45 

%

10,711 

998 

9.32 

%

16,871 

1,030 

6.11 

%

Loans (1)

4,751,981 

392,962 

8.27 

%

4,211,829 

373,717 

8.87 

%

4,228,423 

389,035 

9.20 

%

Total interest-earning assets

5,483,764 

430,467 

7.85 

%

5,043,870 

422,515 

8.38 

%

4,801,201 

422,421 

8.80 

%

Noninterest-earning assets:

Cash and cash equivalents

73,974 

77,900 

85,118 

Other noninterest-earning assets

756,826 

611,299 

544,957 

Total assets

$

6,314,564 

$

5,733,069 

$

5,431,276 

Interest-bearing liabilities:

Deposits:

Interest-bearing demand

704,800 

3,460 

0.49 

%

726,957 

3,820 

0.53 

%

796,465 

2,947 

0.37 

%

Individual retirement accounts

40,839 

509 

1.25 

%

48,529 

645 

1.33 

%

58,752 

469 

0.80 

%

Money market

592,578 

15,696 

2.65 

%

588,475 

16,259 

2.76 

%

524,247 

8,929 

1.70 

%

Savings

520,117 

5,742 

1.10 

%

533,897 

5,883 

1.10 

%

543,311 

2,694 

0.50 

%

Certificates of deposit

228,333 

6,120 

2.68 

%

251,069 

7,307 

2.91 

%

285,925 

4,446 

1.55 

%

Brokered time deposits

662,612 

28,570 

4.31 

%

407,324 

20,978 

5.15 

%

289,183 

14,398 

4.98 

%

Other brokered deposits

93,325 

3,976 

4.26 

%

25,139 

1,343 

5.34 

%

8,083 

435 

5.38 

%

Total interest-bearing deposits

2,842,604 

64,073 

2.25 

%

2,581,390 

56,235 

2.18 

%

2,505,966 

34,318 

1.37 

%

Federal Home Loan Bank advances

208,014 

9,055 

4.35 

%

120,369 

6,477 

5.38 

%

194,795 

10,322 

5.30 

%

Subordinated notes

69,774 

2,666 

3.82 

%

105,149 

4,700 

4.47 

%

108,229 

5,253 

4.85 

%

Junior subordinated debentures

42,659 

4,085 

9.58 

%

42,032 

4,647 

11.06 

%

41,449 

4,449 

10.73 

%

Other borrowings

— 

— 

— 

%

4 

— 

— 

%

724 

— 

— 

%

Total interest-bearing liabilities

3,163,051 

79,879 

2.53 

%

2,848,944 

72,059 

2.53 

%

2,851,163 

54,342 

1.91 

%

Noninterest-bearing liabilities and equity:

Noninterest-bearing demand deposits

2,150,929 

1,911,707 

1,645,247 

Other liabilities

81,734 

85,518 

79,378 

Total equity

918,850 

886,900 

855,488 

Total liabilities and equity

$

6,314,564 

$

5,733,069 

$

5,431,276 

Net interest income

$

350,588 

$

350,456 

$

368,079 

Interest spread (2)

5.32 

%

5.85 

%

6.89 

%

Net interest margin (3)

6.39 

%

6.95 

%

7.67 

%

1.Balance totals include respective nonaccrual assets.

2.Net interest spread is the yield on average interest-earning assets less the rate on interest-bearing liabilities.

3.Net interest margin is the ratio of net interest income to average interest-earning assets.

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The following table presents loan yields earned on our loan portfolios:

For the Years Ended December 31,

(Dollars in thousands)

2025

2024

2023

Average

Balance

Interest

Average

Rate

Average

Balance

Interest

Average

Rate

Average

Balance

Interest

Average

Rate

Banking

$

3,399,740 

$

219,800 

6.47 

%

$

3,035,535 

$

213,831 

7.04 

%

$

3,050,632 

$

228,428 

7.49 

%

Factoring

1,147,116 

147,864 

12.89 

%

1,001,943 

137,718 

13.75 

%

1,042,227 

144,217 

13.84 

%

Payments

205,125 

25,298 

12.33 

%

174,351 

22,168 

12.71 

%

135,564 

16,390 

12.09 

%

Total loans

$

4,751,981 

$

392,962 

8.27 

%

$

4,211,829 

$

373,717 

8.87 

%

$

4,228,423 

$

389,035 

9.20 

%

We earned net interest income of $350.6 million for the year ended December 31, 2025 compared to $350.5 million for the year ended December 31, 2024, an increase of $0.1 million, or 0.03%, primarily driven by the following factors.

Interest income increased $8.0 million, or 1.9%, due to an increase in total average interest earning assets of $439.9 million, or 8.7%, including an increase in average total loans of $540.2 million, or 12.8%. The average balance of our higher yielding Factoring factored receivables increased $145.2 million, or 14.5%, and we also experienced an increase in average Payments factored receivables. Average Banking loans increased $364.2 million, or 12.0%, due to increases in the average balances of construction and development, 1-4 family residential, commercial, consumer, and mortgage warehouse loans, partially offset by decreases in commercial real estate and farmland loans. Interest income from our Banking loans is impacted by our lower yielding mortgage warehouse lending product. The average mortgage warehouse lending balance was $1.087 billion for the year ended December 31, 2025 compared to $739.4 million for the year ended December 31, 2024.

Interest expense increased $7.8 million, or 10.9%, primarily driven by higher average interest-bearing liabilities which increased in total period over period, including average total interest bearing deposits which increased $261.2, or 10.1%. The increase in interest expense was partially offset by decreased rates on our interest bearing liabilities. Average noninterest bearing deposits grew $239.2 million

Net interest margin decreased to 6.39% for the year ended December 31, 2025 from 6.95% for the year ended December 31, 2024, a decrease of 56 basis points, or 8.1%.

Our net interest margin was impacted by a decrease in yield on our interest earning assets of 53 basis points to 7.85% for the year ended December 31, 2025. This decrease was primarily driven by lower yields on loans which decreased 60 basis points to 8.27% for the year. Yield on our Banking loans decreased 57 basis points period over period driving much of the decrease in the yield on our overall loan portfolio. Our yield on Factoring and Payments factored receivables also decreased period over period. That said, our higher yielding Factoring factored receivables as a percentage of the total loan portfolio increased period over period which had an upward impact on our overall loan yield. Non-loan yields were generally lower period over period.

Rates paid on our interest bearing liabilities did not meaningfully impact our net interest margin as our total average cost of interest bearing liabilities was relatively flat year over year.

Our mortgage warehouse business has nearly self-funded for several quarters due to the servicing deposits of its customers. The average balance of such deposits was $777.4 million for the year ended December 31, 2025 and $587.6 million for the year ended December 31, 2024. These deposits are noninterest bearing deposits on our balance sheet. Despite their classification, many of these deposits are not truly free of cost as our clients are compensated for these balances in the form of an earnings interest rebate rather than deposit interest. As a result, such noninterest bearing deposits decrease our loan yield rather than increase our deposit rates. It is important to note that our net interest margin is not affected by this arrangement. During the year ended December 31, 2025, these deposits decreased our overall yield on loans by 57 bps and our overall cost of deposits and cost of funds would have been 54 bps and 51 bps higher, respectively. During the year ended December 31, 2024, these deposits decreased our overall yield on loans by 60 bps and our overall cost of deposits and cost of funds would have been 56 bps and 53 bps higher, respectively.

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Changes in net interest income due to changes in rates and volume. The following table shows the effects changes in average balances (volume) and average interest rates (rate) had on the interest earned in our interest-earning assets and the interest incurred on our interest-bearing liabilities for the periods indicated. For purposes of this table, changes attributable to both rate and volume which cannot be segregated have been allocated to volume.

Years Ended

December 31, 2025 vs. 2024

December 31, 2024 vs. 2023

Increase (Decrease) Due to:

Increase (Decrease) Due to:

(Dollars in thousands)

Rate

Volume

Net Change

Rate

Volume

Net Change

Interest-earning assets:

Cash and cash equivalents

$

(4,378)

$

(5,649)

$

(10,027)

$

289 

$

11,394 

$

11,683 

Taxable securities

(3,392)

1,462 

(1,930)

264 

3,622 

3,886 

Tax-exempt securities

(7)

(18)

(25)

14 

(139)

(125)

FHLB stock

229 

460 

689 

542 

(574)

(32)

Loans

(25,423)

44,668 

19,245 

(13,846)

(1,472)

(15,318)

Total interest income

(32,971)

40,923 

7,952 

(12,737)

12,831 

94 

Interest-bearing liabilities:

Interest-bearing demand

(251)

(109)

(360)

1,238 

(365)

873 

Individual retirement accounts

(40)

(96)

(136)

312 

(136)

176 

Money market

(672)

109 

(563)

5,555 

1,775 

7,330 

Savings

11 

(152)

(141)

3,293 

(104)

3,189 

Certificates of deposit

(578)

(609)

(1,187)

3,875 

(1,014)

2,861 

Brokered time deposits

(3,415)

11,007 

7,592 

496 

6,084 

6,580 

Other brokered deposits

(272)

2,905 

2,633 

(3)

911 

908 

Total interest-bearing deposits

(5,217)

13,055 

7,838 

14,766 

7,151 

21,917 

Federal Home Loan Bank advances

(1,237)

3,815 

2,578 

160 

(4,005)

(3,845)

Subordinated notes

(682)

(1,352)

(2,034)

(415)

(138)

(553)

Junior subordinated debentures

(622)

60 

(562)

134 

64 

198 

Other borrowings

— 

— 

— 

— 

— 

— 

Total interest expense

(7,758)

15,578 

7,820 

14,645 

3,072 

17,717 

Change in net interest income

$

(25,213)

$

25,345 

$

132 

$

(27,382)

$

9,759 

$

(17,623)

Credit Loss Expense

Credit loss expense is the amount of expense that, based on our judgment, is required to maintain the allowances for credit losses (“ACL”) at an appropriate level under the current expected credit loss model. The determination of the amount of the allowance is complex and involves a high degree of judgment and subjectivity. Refer to Note 1 of the notes to the financial statements for detailed discussion regarding ACL methodologies for available for sale debt securities, held to maturity securities and loans held for investment.

The following table presents the major categories of credit loss expense (benefit):

December 31,

2025 Compared to 2024

2024 Compared to 2023

(Dollars in thousands)

2025

2024

2023

$ Change

% Change

$ Change

% Change

Credit loss expense (benefit) on:

Loans

$

3,230 

$

18,603 

$

12,226 

$

(15,373)

(82.6)

%

$

6,377 

52.2 

%

Off balance sheet credit exposures

(359)

(137)

(769)

(222)

(162.0)

%

632 

82.2 

%

Held to maturity securities

277 

301 

746 

(24)

(8.0)

%

(445)

(59.7)

%

Available for sale securities

— 

— 

— 

— 

— 

%

— 

— 

%

Total credit loss expense (benefit)

$

3,148 

$

18,767 

$

12,203 

$

(15,619)

(83.2)

%

$

6,564 

53.8 

%

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Regarding available for sale debt securities in an unrealized loss position, the Company evaluates the securities at each measurement date to determine whether the decline in the fair value below the amortized cost basis (impairment) is due to credit-related factors or noncredit-related factors. Any impairment that is not credit related is recognized in other comprehensive income, net of applicable taxes. Credit-related impairment is recognized as an ACL on the balance sheet, limited to the amount by which the amortized cost basis exceeds the fair value, with a corresponding adjustment to earnings via credit loss expense. At December 31, 2025 and 2024, the Company determined that all impaired available for sale securities experienced a decline in fair value below the amortized cost basis due to noncredit-related factors. Therefore, the Company carried no ACL at those respective dates and there was no credit loss expense recognized by the Company during the years ended December 31, 2025 and 2024.

The ACL on held to maturity securities is estimated at each measurement date on a collective basis by major security type. At December 31, 2025 and 2024, the Company’s held to maturity ("HTM") securities consisted of investments in the subordinated notes of collateralized loan obligation (“CLO”) funds. Expected credit losses for these securities are estimated using a discounted cash flow methodology which considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. At December 31, 2025 and 2024, the Company carried $3.2 million and $5.4 million of these HTM securities at amortized cost, respectively. The ACL on these balances was $1.6 million at December 31, 2025 and $3.5 million at December 31, 2024 and we recognized credit loss expense of $0.3 million and $0.3 million during the years ended December 31, 2025 and 2024, respectively. None of the overcollateralization triggers tied to the CLO securities were tripped as of December 31, 2025. Ultimately, the realized cash flows on CLO securities such as these will be driven by a variety of factors, including credit performance of the underlying loan portfolio, adjustments to the portfolio by the asset manager, and the timing of a potential call.

Our ACL on loans was $36.5 million as of December 31, 2025, compared to $40.7 million as of December 31, 2024, representing an ACL to total loans ratio of 0.73% and 0.90% respectively.

Our credit loss expense on loans decreased $15.4 million, or 82.6%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.

During the year ended December 31, 2025, the Company acquired a $23.4 million nonperforming loan for $3.3 million. The loan was purchased credit deteriorated ("PCD") and therefore, a $10.8 million ACL was established on Day 1 resulting in a discount of $9.3 million. In the first half of the year, the Company determined that the $10.8 million ACL was uncollectible and charged off the entire amount. Such charge-off had no impact on credit loss expense as the initial reserve was recorded through purchase accounting. During the fourth quarter of the year, the Company was able to repossess, and in some instances liquidate, a substantial amount of the loan's collateral leading to a recovery and benefit to credit loss expense of $9.5 million. The net charge-off amount related to the acquired PCD loan was $1.3 million for the year ended December 31, 2025.

The decrease in credit loss expense was also driven by a decrease in required specific reserves. Such specific reserves decreased $8.5 million during the year ended December 31, 2025 compared to an increase in specific reserves of $2.4 million during the prior year. Additionally, changes to projected loss drivers and prepayment speeds that the Company forecasted over the reasonable and supportable forecast periods to calculate expected losses resulted in $0.7 million of credit loss expense during the year ended December 31, 2025 compared to $3.2 million of credit loss expense during the prior year.

The decrease in credit loss expense was also impacted by net charge-off activity. We had net charge-offs that impacted credit loss expense of $7.4 million during the year ended December 31, 2025 compared to net charge-offs that impacted credit loss expense of $13.1 million during the prior year. Such net charge-offs for the year ended December 31, 2025 include the aforementioned $3.8 million recovery resulting from the USPS Settlement as well as the $1.3 million net charge off related to the aforementioned acquired PCD loan.

Further, changes in volume and mix of the loan portfolio resulted in credit loss expense of $3.6 million during the year ended December 31, 2025 compared to a benefit to credit loss expense of $0.1 million during the prior year.

Credit loss expense for off balance sheet credit exposures decreased $0.2 million, primarily due to the changes in the assumptions used to project the loss rates previously discussed as well as changes in the underlying exposures.

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Table of Contents

Noninterest Income

The following table presents the major categories of noninterest income:

Year ended December 31,

2025 Compared to 2024

2024 Compared to 2023

(Dollars in thousands)

2025

2024

2023

$ Change

% Change

$ Change

% Change

Service charges on deposits

$

6,668 

$

7,084 

$

7,001 

$

(416)

(5.9)

%

$

83 

1.2 

%

Card income

7,622 

8,036 

8,181 

(414)

(5.2)

%

(145)

(1.8)

%

Net gains (losses) on sale or call of securities

— 

(1)

102 

1 

100.0 

%

(103)

(101.0

%)

Net gains (losses) on sale of loans

514 

178 

119 

336 

188.8 

%

59 

49.6 

%

Net gains (losses) on disposal of premises and equipment

14,890 

28 

49 

14,862 

n/m

(21)

(42.9)

%

Fee income

49,652 

35,377 

30,245 

14,275 

40.4 

%

5,132 

17.0 

%

Insurance commissions

3,517 

5,883 

5,028 

(2,366)

(40.2)

%

855 

17.0 

%

Other

5,549 

8,829 

(552)

(3,280)

(37.2)

%

9,381 

1,699.5

%

Total noninterest income

$

88,412 

$

65,414 

$

50,173 

$

22,998 

35.2 

%

$

15,241 

30.4

%

Noninterest income increased $23.0 million, or 35.2%. Changes in selected components of noninterest income in the above table are discussed below.

•Net gains (losses) on disposal of premises and equipment. Net gains (losses) on disposal of premises and equipment increased $14.9 million, primarily due to the aforementioned $8.7 million gain on sale of the building purchased in 2024 for the purpose of constructing a future headquarters for Triumph as well as a $5.6 million gain on sale of an airplane.

•Fee income. Fee income increased $14.3 million, or 40.4% primarily due to a $7.3 million increase in fee income earned by our Payments segment and a $6.2 million increase in fee income from our Intelligence segment, mostly driven by the acquisition of Greenscreens during the year ended December 31, 2025. There were no other significant changes within the components of fee income.

•Insurance commissions. Insurance commissions decreased $2.4 million, or 40.2%, due to lower volumes of processed policies and deferred revenue on certain brokered insurance products.

•Other. Other noninterest income decreased $3.3 million, primarily due to a $1.2 million impairment charge on an equity investment obtained through a debt restructuring and a $1.9 million decrease in rental income generated by the property that was sold during the year. These decreases were partially offset by a $1.5 million increase in bank owned life insurance income. Additionally, the Company experienced an unrealized loss on the market value of its revenue share asset of $9 thousand during the year ended December 31, 2025 compared to a $1.3 million gain during the same period a year ago.

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Table of Contents

Noninterest Expense

The following table presents the major categories of noninterest expense:

Year ended December 31,

2025 Compared to 2024

2024 Compared to 2023

(Dollars in thousands)

2025

2024

2023

$ Change

% Change

$ Change

% Change

Salaries and employee benefits

$

233,878 

$

219,580 

$

210,607 

$

14,298 

6.5 

%

$

8,973 

4.3 

%

Occupancy, furniture and equipment

31,874 

33,014 

28,885 

(1,140)

(3.5)

%

4,129 

14.3 

%

FDIC insurance and other regulatory assessments

4,426 

2,717 

2,624 

1,709 

62.9

%

93 

3.5

%

Professional fees

15,258 

17,839 

13,177 

(2,581)

(14.5

%)

4,662 

35.4 

%

Amortization of intangible assets

11,582 

11,992 

11,454 

(410)

(3.4)

%

538 

4.7 

%

Advertising and promotion

7,200 

6,183 

6,740 

1,017 

16.4 

%

(557)

(8.3)

%

Communications and technology

49,765 

50,922 

45,679 

(1,157)

(2.3)

%

5,243 

11.5 

%

Software amortization

10,806 

5,846 

4,453 

4,960 

84.8 

%

1,393 

31.3 

%

Travel and entertainment

5,301 

5,428 

6,106 

(127)

(2.3)

%

(678)

(11.1)

%

Other

32,771 

23,114 

23,509 

9,657 

41.8 

%

(395)

(1.7)

%

Total noninterest expense

$

402,861 

$

376,635 

$

353,234 

$

26,226 

7.0 

%

$

23,401 

6.6 

%

Noninterest expense increased $26.2 million, or 7.0%. Details of the more significant changes in the various components of noninterest expense are further discussed below.

•Salaries and Employee Benefits. Salaries and employee benefits expenses increased $14.3 million, or 6.5%. Employee salaries and payroll tax expense increased $11.4 million and $0.3 million, respectively. Included in employee salaries for the year ended December 31, 2025 was $3.2 million of severance expense resulting from our aforementioned restructuring activities. Our average full-time equivalent employees were 1,521.7 and 1,542.1 for the years ended December 31, 2025 and 2024, respectively. Employee benefits expense such as 401(k) matching, employee insurance, and stock based compensation paid to employees increased $1.8 million and commission expense increased $1.5 million. Bonus expense decreased $0.3 million and temporary labor expense decreased $0.3 million period over period.

•Occupancy, Furniture and Equipment. Occupancy, furniture and equipment expenses decreased $1.1 million, or 3.5%, primarily due to a $0.6 million decrease in depreciation expense and a $0.4 million decrease in maintenance and service fees period over period.

•FDIC Insurance and Other Regulatory Assessments. FDIC insurance and other regulatory assessments increased $1.7 million, or 62.9%, primarily due to increased assessments period over period.

•Professional Fees. Professional fees, which are primarily comprised of external audit, tax, consulting, and legal fees, decreased $2.6 million, or 14.5%, primarily due to the recovery of $6.5 million of previously expensed legal fees through the USPS Settlement during the year ended December 31, 2025. This decrease was partially offset by $4.0 million of professional fees incurred during the year ended December 31, 2025 as a result of the Greenscreens acquisition.

•Advertising and promotion. Advertising and promotion expenses increased $1.0 million, or 16.4%, primarily due to increased advertising efforts.

•Communications and Technology. Communications and technology expenses decreased $1.2 million, or 2.3%, primarily due to decreased IT professional services fees.

•Software amortization. Software amortization expense increased $5.0 million, or 84.8%, primarily due to additional software assets coming on line during late 2024 and early 2025.

•Other. Other noninterest expense includes loan-related expenses, training and recruiting, postage, insurance, and subscription services. Other noninterest expense increased $9.7 million or 41.8%, primarily due to $3.5 million of litigation settlement expense (unrelated to the USPS Settlement) during the year ended December 31, 2025, $2.4 million of current period lease termination payments related to the building we acquired during March 2024, and an increase of $2.1 million in loan-related expenses period over period.

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Table of Contents

Income Taxes

The amount of income tax expense is influenced by the amount of pre-tax income, the amount of tax-exempt income, changes in the statutory rate and the effect of changes in valuation allowances maintained against deferred tax benefits.

Income tax expense increased $3.3 million, or 74.3%, from $4.4 million for the year ended December 31, 2024 to $7.6 million for the year ended December 31, 2025. The increase in income tax expense period over period was commensurate with an increase in our pretax net income and also driven by an increase in our effective tax rate. The effective tax rate was 23% and 21% for the years ended December 31, 2025 and 2024, respectively. The effective tax rate for the year ended December 31, 2025 was impacted by research and development tax credits and a shortfall from restricted stock vesting and stock option exercises resulting in lower benefits realized during the year. The effective tax rate for the year ended December 31, 2024 was impacted by an adjustment to our disallowance related to highly compensated individuals as well as a research and development tax credit recognized during the period.

Operating Segment Results

Our reportable segments are Banking, Factoring, Payments, and Intelligence, which have been determined based upon their business processes and economic characteristics. This determination also gave consideration to the structure and management of various product lines. The Banking segment includes the operations of TBK Bank. Our Banking segment derives its revenue principally from investments in interest earning assets as well as noninterest income typical for the banking industry. The Factoring segment derives its revenue from factoring services. The Payments segment includes the operations of TBK Bank's presentment, audit, and payment solution to Shipper, Broker, and Factor clients in the trucking industry. The Payments segment derives its revenue from transaction fees and interest income on factored receivables related to invoice payments. These factored receivables consist of both invoices where we offer a Carrier a quickpay opportunity to receive payment at a discount in advance of the standard payment term for such invoice in exchange for the assignment of such invoice to us and from offering Brokers the ability to settle their invoices with us on an extended term following our payment to their Carriers as an additional liquidity option for such Brokers. Our data intelligence segment was launched at the beginning of the fourth quarter of 2024 to turn the over-the-road trucking data collected through our services into actionable insights for our customers. This launch coincided with our acquisition of Isometric Technologies Inc. that provides service and performance scoring and benchmarking capabilities to the over-the-road trucking industry. The operations of this segment were further supplemented with our acquisition of Greenscreens AI. Inc., a pricing solution for the logistics industry that delivers short-term freight market pricing intelligence and business insights, during the quarter ended June 30, 2025. The revenue for Intelligence offerings is derived through access and subscription fees, as well as seat licenses where applicable. Prior to the fourth quarter of 2024, there were no individuals allocated specifically to our data intelligence segment and an explicit data intelligence segment did not exist. Therefore, revision of prior period segment operating results is not applicable.

Prior to September 30, 2024, the Company disclosed Corporate as a reportable segment. The Company has determined that what was previously deemed the Corporate reportable segment consists of other business activities that do not represent a reportable segment, but rather, such activities belong in a Corporate and Other category as reported in the tabular disclosure below. It should be noted that such restructuring of the tabular disclosure did not result in any changes to the Company's revenue and expense allocation methodology described below. The Company restructured prior period tabular disclosures to achieve appropriate comparability.

Expenses that are directly attributable to the Company's Banking, Factoring, Payments, and Intelligence segments such as, but not limited to, occupancy, salaries and benefits to employees that are fully dedicated to the segment, and certain technology costs that can be attributed to specific users or functional areas within the segment are allocated as such. The Company continues to make considerable investments in shared services that benefit the entire organization and these expenses are allocated to the Corporate and Other category. The Company allocates such expenses to the Corporate and Other category in order for the Company's chief operating decision maker and investors to have clear visibility into the operating performance of each reportable segment.

We allocate intersegment interest expense to the Factoring and Payments segments based on one-month term SOFR for their funding needs. When the Payments segment is self-funded, with customer deposit funding in excess of its factored receivables, intersegment interest income is allocated based on the Federal Funds effective rate. Management believes that such intersegment interest allocations appropriately reflect the current interest rate environment and the relatively quick turn of the underlying receivables.

Reported segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Additionally, because of the interrelationships of the various segments, the information presented is not indicative of how the segments would perform if they operated as independent entities. Changes in management structure or allocation methodologies and procedures may result in future changes to previously reported segment financial data. The accounting policies of the segments are substantially the same as those described in Note 1 – Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements included elsewhere in this report.

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Table of Contents

Transactions between segments consist primarily of borrowed funds, payment network fees, and servicing fees. Intersegment interest expense is allocated to the Factoring and Payments segments as described above. Payment network fees are paid by the Factoring segment to the Payments segment for use of the payments network. Servicing fees are paid by the Payments segment to the Factoring segment for servicing factoring transactions with freight broker clients transferred from the Factoring segment to the Payments segment to align with the supply chain finance product offerings for this business. Servicing fees are paid by the Payments segment to the Factoring segment for servicing such product. Beginning prospectively on January 1, 2024, the Factoring and Payments segments began paying fees to the Banking segment for the Banking segment's execution of various banking services that benefit those segments. Credit loss expense is allocated based on the segment’s ACL determination. Noninterest income and expense directly attributable to a segment are assigned to the related segment. Various shared service costs such as human resources, accounting, finance, risk management and information technology expense are assigned to the Corporate and Other category if they are not directly attributable to a segment. Other segment expense consists of various loan and card related expenses and other insignificant miscellaneous costs not specifically reviewed by the Company's chief operating decision maker. Taxes are paid on a consolidated basis and are not allocated for segment purposes.

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Table of Contents

The following tables present our primary operating results for our operating segments:

(Dollars in thousands)

Total

Corporate

Year Ended December 31, 2025

Banking

Factoring

Payments

Intelligence

Segments

and Other(1)

Consolidated

Total interest income

$

256,978 

$

147,864 

$

25,298 

$

— 

$

430,140 

$

327 

$

430,467 

Intersegment interest allocations

23,681 

(35,217)

11,536 

— 

— 

— 

— 

Total interest expense

73,113 

15 

— 

— 

73,128 

6,751 

79,879 

Net interest income (expense)

207,546 

112,632 

36,834 

— 

357,012 

(6,424)

350,588 

Credit loss expense (benefit)

1,278 

1,346 

247 

— 

2,871 

277 

3,148 

Net interest income after credit loss expense

206,268 

111,286 

36,587 

— 

354,141 

(6,701)

347,440 

Noninterest income

26,287 

6,802 

31,340 

6,804 

71,233 

17,179 

88,412 

Noninterest expense:

Salaries and employee benefits

62,022 

52,572 

35,637 

11,056 

161,287 

72,591 

233,878 

Depreciation

6,472 

1,768 

837 

43 

9,120 

5,753 

14,873 

Other occupancy, furniture and equipment

8,129 

2,038 

624 

54 

10,845 

6,156 

17,001 

FDIC insurance and other regulatory assessments

4,426 

— 

— 

— 

4,426 

— 

4,426 

Professional fees

6,065 

(5,238)

965 

4,062 

5,854 

9,404 

15,258 

Amortization of intangible assets

1,540 

772 

4,751 

3,713 

10,776 

806 

11,582 

Advertising and promotion

1,892 

857 

3,089 

135 

5,973 

1,227 

7,200 

Communications and technology

19,999 

9,253 

10,392 

1,212 

40,856 

8,909 

49,765 

Software amortization

56 

3,685 

5,843 

44 

9,628 

1,178 

10,806 

Travel and entertainment

865 

655 

1,239 

577 

3,336 

1,965 

5,301 

Other

15,078 

4,978 

4,932 

430 

25,418 

7,353 

32,771 

Total noninterest expense

126,544 

71,340 

68,309 

21,326 

287,519 

115,342 

402,861 

Net intersegment noninterest income (expense)(2)

588 

1,813 

(2,401)

— 

— 

— 

— 

Net income (loss) before income tax expense

$

106,599 

$

48,561 

$

(2,783)

$

(14,522)

$

137,855 

$

(104,864)

$

32,991 

(Dollars in thousands)

Total

Corporate

Year Ended December 31, 2024

Banking

Factoring

Payments

Intelligence

Segments

and Other(1)

Consolidated

Total interest income

$

262,326 

$

137,718 

$

22,168 

$

— 

$

422,212 

$

303 

$

422,515 

Intersegment interest allocations

26,416 

(35,886)

9,470 

— 

— 

— 

— 

Total interest expense

62,712 

— 

— 

— 

62,712 

9,347 

72,059 

Net interest income (expense)

226,030 

101,832 

31,638 

— 

359,500 

(9,044)

350,456 

Credit loss expense (benefit)

13,636 

4,773 

57 

— 

18,466 

301 

18,767 

Net interest income after credit loss expense

212,394 

97,059 

31,581 

— 

341,034 

(9,345)

331,689 

Noninterest income

28,167 

8,683 

24,080 

184 

61,114 

4,300 

65,414 

Noninterest expense:

Salaries and employee benefits

66,476 

49,885 

36,160 

1,457 

153,978 

65,602 

219,580 

Depreciation

6,850 

2,099 

1,003 

4 

9,956 

5,554 

15,510 

Other occupancy, furniture and equipment

8,801 

2,138 

649 

3 

11,591 

5,913 

17,504 

FDIC insurance and other regulatory assessments

2,717 

— 

— 

— 

2,717 

— 

2,717 

Professional fees

4,285 

5,333 

2,338 

328 

12,284 

5,555 

17,839 

Amortization of intangible assets

2,372 

1,490 

6,763 

— 

10,625 

1,367 

11,992 

Advertising and promotion

2,033 

873 

1,479 

2 

4,387 

1,796 

6,183 

Communications and technology

20,853 

10,131 

9,440 

42 

40,466 

10,456 

50,922 

Software amortization

194 

2,277 

2,899 

1 

5,371 

475 

5,846 

Travel and entertainment

995 

829 

1,659 

36 

3,519 

1,909 

5,428 

Other

10,979 

3,588 

3,583 

7 

18,157 

4,957 

23,114 

Total noninterest expense

126,555 

78,643 

65,973 

1,880 

273,051 

103,584 

376,635 

Net intersegment noninterest income (expense)(2)

535 

1,628 

(2,163)

— 

— 

— 

— 

Net income (loss) before income tax expense

$

114,541 

$

28,727 

$

(12,475)

$

(1,696)

$

129,097 

$

(108,629)

$

20,468 

71

Table of Contents

(Dollars in thousands)

Total

Corporate

Year Ended December 31, 2023

Banking

Factoring

Payments

Intelligence

Segments

and Other(1)

Consolidated

Total interest income

$

261,639 

$

144,217 

$

16,390 

$

— 

$

422,246 

$

175 

$

422,421 

Intersegment interest allocations

31,450 

(38,157)

6,707 

— 

— 

— 

— 

Total interest expense

44,640 

— 

— 

— 

44,640 

9,702 

54,342 

Net interest income (expense)

248,449 

106,060 

23,097 

— 

377,606 

(9,527)

368,079 

Credit loss expense (benefit)

8,498 

2,900 

60 

— 

11,458 

745 

12,203 

Net interest income after credit loss expense

239,951 

103,160 

23,037 

— 

366,148 

(10,272)

355,876 

Noninterest income

23,964 

7,829 

18,087 

— 

49,880 

293 

50,173 

Noninterest expense:

Salaries and employee benefits

71,050 

49,873 

35,089 

— 

156,012 

54,595 

210,607 

Depreciation

6,817 

2,040 

648 

— 

9,505 

4,296 

13,801 

Other occupancy, furniture and equipment

8,592 

2,219 

681 

— 

11,492 

3,592 

15,084 

FDIC insurance and other regulatory assessments

2,624 

— 

— 

— 

2,624 

— 

2,624 

Professional fees

2,611 

3,130 

2,448 

— 

8,189 

4,988 

13,177 

Amortization of intangible assets

2,950 

1,821 

6,683 

— 

11,454 

— 

11,454 

Advertising and promotion

2,614 

1,046 

1,311 

— 

4,971 

1,769 

6,740 

Communications and technology

17,524 

11,289 

7,992 

— 

36,805 

8,874 

45,679 

Software amortization

169 

3,060 

965 

— 

4,194 

259 

4,453 

Travel and entertainment

1,263 

909 

2,479 

— 

4,651 

1,455 

6,106 

Other

11,499 

4,225 

3,399 

— 

19,123 

4,386 

23,509 

Total noninterest expense

127,713 

79,612 

61,695 

— 

269,020 

84,214 

353,234 

Net intersegment noninterest income (expense)

— 

123 

(123)

— 

— 

— 

— 

Net income (loss) before income tax expense

$

136,202 

$

31,500 

$

(20,694)

$

— 

$

147,008 

$

(94,193)

$

52,815 

(1) Includes revenue and expense from the Company’s holding company, which does not meet the definition of an operating segment. Also includes corporate shared service costs such as the majority of salaries and benefits expense for the Company's executive leadership team, as well as other selling, general, and administrative shared services costs including human resources, accounting, finance, risk management and a significant amount of information technology expense.

(2) Net intersegment noninterest income (expense) includes:

(Dollars in thousands)

Banking

Factoring

Payments

Year Ended December 31, 2025

Factoring revenue received from Payments

$

— 

$

3,643 

$

(3,643)

Payments revenue received from Factoring

— 

(1,372)

1,372 

Banking revenue received from Payments and Factoring

588 

(458)

(130)

Net intersegment noninterest income (expense)

$

588 

$

1,813 

$

(2,401)

Year Ended December 31, 2024

Factoring revenue received from Payments

$

— 

$

3,228 

$

(3,228)

Payments revenue received from Factoring

— 

(1,174)

1,174 

Banking revenue received from Payments and Factoring

535 

(426)

(109)

Net intersegment noninterest income (expense)

$

535 

$

1,628 

$

(2,163)

Year Ended December 31, 2023

Factoring revenue received from Payments

$

— 

$

1,190 

$

(1,190)

Payments revenue received from Factoring

— 

(1,067)

1,067 

Banking revenue received from Payments and Factoring

— 

— 

— 

Net intersegment noninterest income (expense)

$

— 

$

123 

$

(123)

72

Table of Contents

(Dollars in thousands)

Total

Corporate

December 31, 2025

Banking

Factoring

Payments

Intelligence

Segments

and Other

Eliminations

Consolidated

Total assets

$

4,480,124 

$

1,335,150 

$

774,979 

$

120,410 

$

6,710,663 

$

1,088,885 

$

(1,418,960)

$

6,380,588 

Gross loans

$

3,525,447 

$

1,223,740 

$

242,120 

$

— 

$

4,991,307 

$

— 

$

— 

$

4,991,307 

(Dollars in thousands)

Total

Corporate

December 31, 2024

Banking

Factoring

Payments

Intelligence

Segments

and Other

Eliminations

Consolidated

Total assets

$

5,443,452 

$

1,186,342 

$

590,063 

$

10,099 

$

7,229,956 

$

1,119,825 

$

(2,400,806)

$

5,948,975 

Gross loans

$

3,944,146 

$

1,034,992 

$

171,668 

$

— 

$

5,150,806 

$

— 

$

(603,846)

$

4,546,960 

Banking

(Dollars in thousands)

Years Ended December 31,

2025 Compared to 2024

2024 Compared to 2023

Banking

2025

2024

2023

$ Change

% Change

$ Change

% Change

Total interest income

$

256,978 

$

262,326 

$

261,639 

$

(5,348)

(2.0)

%

$

687 

0.3 

%

Intersegment interest allocations

23,681 

26,416 

31,450 

(2,735)

(10.4

%)

(5,034)

(16.0)

%

Total interest expense

73,113 

62,712 

44,640 

10,401 

16.6 

%

18,072 

40.5 

%

Net interest income (expense)

207,546 

226,030 

248,449 

(18,484)

(8.2)

%

(22,419)

(9.0)

%

Credit loss expense (benefit)

1,278 

13,636 

8,498 

(12,358)

(90.6

%)

5,138 

60.5 

%

Net interest income (expense) after credit loss expense

206,268 

212,394 

239,951 

(6,126)

(2.9)

%

(27,557)

(11.5)

%

Noninterest income

26,287 

28,167 

23,964 

(1,880)

(6.7)

%

4,203 

17.5 

%

Noninterest expense:

Salaries and employee benefits

62,022 

66,476 

71,050 

(4,454)

(6.7)

%

(4,574)

(6.4)

%

Depreciation

6,472 

6,850 

6,817 

(378)

(5.5)

%

33 

0.5 

%

Other occupancy, furniture and equipment

8,129 

8,801 

8,592 

(672)

(7.6)

%

209 

2.4 

%

FDIC insurance and other regulatory assessments

4,426 

2,717 

2,624 

1,709 

62.9 

%

93 

3.5 

%

Professional fees

6,065 

4,285 

2,611 

1,780 

41.5 

%

1,674 

64.1 

%

Amortization of intangible assets

1,540 

2,372 

2,950 

(832)

(35.1)

%

(578)

(19.6)

%

Advertising and promotion

1,892 

2,033 

2,614 

(141)

(6.9)

%

(581)

(22.2)

%

Communications and technology

19,999 

20,853 

17,524 

(854)

(4.1)

%

3,329 

19.0 

%

Software amortization

56 

194 

169 

(138)

(71.1)

%

25 

14.8 

%

Travel and entertainment

865 

995 

1,263 

(130)

(13.1)

%

(268)

(21.2)

%

Other

15,078 

10,979 

11,499 

4,099 

37.3 

%

(520)

(4.5)

%

Total noninterest expense

126,544 

126,555 

127,713 

(11)

— 

%

(1,158)

(0.9)

%

Net intersegment noninterest income (expense)

588 

535 

— 

53 

9.9

%

535 

100.0

%

Net income (loss) before income tax expense

$

106,599 

$

114,541 

$

136,202 

$

(7,942)

(6.9

%)

$

(21,661)

(15.9

%)

Our Banking segment’s operating income decreased $7.9 million, or 6.9%.

Interest income decreased $5.3 million, or 2.0%, primarily as a result of decreased yields at our Banking segment in spite of increased average balances of interest earning assets. While average loans in our Banking segment, excluding intersegment loans, increased 12.0% from $3.036 billion for the year ended December 31, 2024 to $3.400 billion for the year ended December 31, 2025, this increase was partially offset by decreased yields. Outside of loans, the Banking segment also experienced a decrease in yields on debt securities and interest earning cash and cash equivalents. The average cash and cash equivalents balance decreased period over period as a result of the Greenscreens acquisition during the second quarter of 2025.

Interest expense increased $10.4 million, or 16.6%, primarily due to higher average balances in our Banking interest bearing liabilities. Average total interest bearing deposits increased $261.2 million, or 10.1%. Further, our Banking segment experienced an increased usage of higher-priced brokered time deposits period over period. The increase in interest expense was partially offset by decreased rates on our interest bearing liabilities.

73

Table of Contents

Credit loss expense at our Banking segment is made up of credit loss expense related to loans and credit loss expense related to off balance sheet commitments to lend. Credit loss expense related to loans was $1.6 million for the year ended December 31, 2025 compared to credit loss expense on loans of $13.8 million for the year ended December 31, 2024. The decrease in credit loss expense was the result of decreased required specific reserves at our Banking segment, a decrease driven by changes to the projected loss drivers and prepayment speeds that the Company forecasted over the reasonable and supportable forecast periods, and a decrease in net charge-offs period over period. Such decreases were partially offset by an increase driven by changes in the volume and mix of our Banking segment's loan portfolio period over period.

Credit loss expense for off balance sheet credit exposures decreased $0.3 million from a benefit of $0.1 million for the year ended December 31, 2024 to a benefit of $0.4 million for the year ended December 31, 2025. The increase was primarily due to changes to outstanding commitments to fund and assumed loss rates period over period.

Noninterest income at our Banking segment decreased period over period due to a $1.2 million impairment charge on an equity investment obtained through a debt restructuring and a $2.4 million decrease in insurance commissions. These decreases were partially offset by a $1.5 million increase in BOLI income at our Banking segment.

As illustrated in the table above, noninterest expense decreased period over period, the details of which are illustrated in the table above. For the year ended December 31, 2025, salaries and benefits expense included $0.5 million of expense resulting from our aforementioned restructuring activities, and other noninterest expense includes $1.4 million of litigation settlement expense.

Year to date, our aggregate outstanding balances for our banking products, excluding intercompany loans, has increased $185.1 million, or 5.5%, to $3.525 billion as of December 31, 2025. The following table sets forth our banking loans:

(Dollars in thousands)

December 31,

2025

December 31,

2024

$ Change

% Change

Banking

Commercial real estate

$

730,435 

$

777,689 

$

(47,254)

(6.1)

%

Construction, land development, land

224,214 

203,804 

20,410 

10.0 

%

1-4 family residential

193,508 

154,020 

39,488 

25.6 

%

Farmland

43,433 

56,366 

(12,933)

(22.9)

%

Commercial - General

313,696 

285,469 

28,227 

9.9 

%

Commercial - Agriculture

42,588 

49,365 

(6,777)

(13.7)

%

Commercial - Equipment

587,926 

511,855 

76,071 

14.9 

%

Commercial - Asset-based lending

180,012 

205,353 

(25,341)

(12.3)

%

Commercial - Liquid Credit

36,482 

65,053 

(28,571)

(43.9)

%

Consumer

16,819 

8,000 

8,819 

110.2 

%

Mortgage Warehouse

1,156,334 

1,023,326 

133,008 

13.0 

%

Total banking loans

$

3,525,447 

$

3,340,300 

$

185,147 

5.5 

%

74

Table of Contents

Factoring

(Dollars in thousands)

Years Ended December 31,

2025 Compared to 2024

2024 Compared to 2023

Factoring

2025

2024

2023

$ Change

% Change

$ Change

% Change

Total interest income

$

147,864 

$

137,718 

$

144,217 

$

10,146 

7.4 

%

$

(6,499)

(4.5)

%

Intersegment interest allocations

(35,217)

(35,886)

(38,157)

669 

1.9 

%

2,271 

6.0

%

Total interest expense

15 

— 

— 

15 

— 

— 

— 

Net interest income (expense)

112,632 

101,832 

106,060 

10,800 

10.6 

%

(4,228)

(4.0)

%

Credit loss expense (benefit)

1,346 

4,773 

2,900 

(3,427)

(71.8

%)

1,873 

64.6 

%

Net interest income (expense) after credit loss expense

111,286 

97,059 

103,160 

14,227 

14.7 

%

(6,101)

(5.9)

%

Noninterest income

6,802 

8,683 

7,829 

(1,881)

(21.7)

%

854 

10.9 

%

Noninterest expense:

Salaries and employee benefits

52,572 

49,885 

49,873 

2,687 

5.4 

%

12 

— 

%

Depreciation

1,768 

2,099 

2,040 

(331)

(15.8)

%

59 

2.9 

%

Other occupancy, furniture and equipment

2,038 

2,138 

2,219 

(100)

(4.7)

%

(81)

(3.7)

%

FDIC insurance and other regulatory assessments

— 

— 

— 

— 

— 

%

— 

— 

%

Professional fees

(5,238)

5,333 

3,130 

(10,571)

(198.2)

%

2,203 

70.4 

%

Amortization of intangible assets

772 

1,490 

1,821 

(718)

(48.2)

%

(331)

(18.2)

%

Advertising and promotion

857 

873 

1,046 

(16)

(1.8)

%

(173)

(16.5)

%

Communications and technology

9,253 

10,131 

11,289 

(878)

(8.7)

%

(1,158)

(10.3)

%

Software amortization

3,685 

2,277 

3,060 

1,408 

61.8 

%

(783)

(25.6)

%

Travel and entertainment

655 

829 

909 

(174)

(21.0)

%

(80)

(8.8)

%

Other

4,978 

3,588 

4,225 

1,390 

38.7 

%

(637)

(15.1)

%

Total noninterest expense

71,340 

78,643 

79,612 

(7,303)

(9.3)

%

(969)

(1.2)

%

Net intersegment noninterest income (expense)

1,813 

1,628 

$

123 

185 

11.4 

%

1,505 

1,223.6 

%

Net income (loss) before income tax expense

$

48,561 

$

28,727 

$

31,500 

$

19,834 

69.0 

%

$

(2,773)

(8.8)

%

Year Ended December 31,

2025

2024

2023

Factored receivable period end balance

$

1,220,780,000 

$

1,032,842,000 

$

941,926,000 

Yield on average receivable balance

12.89 

%

13.75 

%

13.84 

%

Year to date charge-off rate(1)

0.18 

%

0.60 

%

0.97 

%

Factored receivables - transportation concentration

97 

%

97 

%

96 

%

Interest income, including fees

$

147,864,000 

$

137,718,000 

$

144,217,000 

Non-interest income

6,802,000 

8,683,000 

7,829,000 

Intersegment noninterest income

3,643,000 

3,228,000 

1,190,000 

Factored receivable total revenue

158,309,000 

149,629,000 

153,236,000 

Average net funds employed

1,064,336,000 

894,841,000 

930,819,000 

Yield on average net funds employed

14.87 

%

16.72 

%

16.46 

%

Operating income (loss)

$

48,561,000 

$

28,727,000 

$

31,500,000 

Factoring total revenue

$

158,309,000 

$

149,629,000 

$

153,236,000 

Operating margin(2)

30.67 

%

19.20 

%

20.56 

%

Accounts receivable purchased

$

11,698,802,000 

$

10,369,652,000 

$

10,836,845,000 

Number of invoices purchased

6,676,166 

5,805,719 

5,820,050 

Average invoice size

$

1,752 

$

1,786 

$

1,862 

Average invoice size - transportation

$

1,717 

$

1,750 

$

1,810 

Average invoice size - non-transportation

$

4,116 

$

4,593 

$

5,597 

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Table of Contents

(1) Net charge-offs for the year ended December 31, 2025 reflects a $3.8 million recovery of factoring balances charged off in a prior period. Such recovery impacted the charge-off rate for the year by (0.33%). Net charge-offs for the year ended December 31, 2023 includes a $3.3 million charge-off of an over-formula advance balance, which contributed approximately 0.32% to the net charge-off rate for the period. In accordance with the agreement reached with Covenant, Covenant reimbursed us for $1.7 million of this charge-off.

(2)Operating margin is a non-GAAP financial measure used as a supplemental measure to evaluate the performance of our Factoring segment. It provides meaningful supplemental information regarding the segment's operational performance and enhances investors' overall understanding of the Factoring segment's profitability and operational efficiency. For the year ended December 31, 2025, operating income and factoring total revenue were impacted by $1.2 million of interest and fees resulting from the USPS Settlement and such settlement further impacted operating income by $6.5 million of legal expense accrual reversal and $3.8 million of recovery of factoring balances charged off in a prior period. Operating income was also impacted by a $2.0 million legal settlement that was unrelated to the USPS Settlement. Such items had a 5.80% impact on operating margin, a 0.11% impact on yield on average receivables, and a 0.11% impact on yield on average net funds employed for the year ended December 31, 2025.

Our Factoring segment’s operating income increased $19.8 million, or 69.0%.

Our average invoice size decreased 1.9% from $1,786 for the year ended December 31, 2024 to $1,752 for the year ended December 31, 2025. This decrease is the result of a broad drop in transportation invoice prices across the industry as well as a change in mix as we add more short-haul fleets to our factoring purchases. The number of invoices purchased increased 15.0% period over period.

Net interest income at our Factoring segment increased $10.8 million, or 10.6%. Overall average net funds employed (“NFE”) increased 18.9% during the year ended December 31, 2025 compared to the same period in 2024. The increase in average NFE was the result of increased invoice purchase volume in the face of decreased average invoice sizes. See further discussion under the Recent Developments: Trucking Transportation and Factoring section. We maintained a high concentration in transportation factoring balances, which typically generate a higher yield than our non-transportation factoring balances. This concentration was 97% at December 31, 2025 and December 31, 2024. Net interest income at our Factoring segment was also impacted by a modest decrease in its intersegment interest allocation charge period over period driven by lower intercompany rates consistent with lower rates in the broader macro economy, partially offset by higher average Factoring balances.

Credit loss expense at our Factoring segment is made up of credit loss expense related to factored receivables and loans at our Factoring segment. Credit loss expense related to factored receivables and loans was a $1.3 million for the year ended December 31, 2025 compared to credit loss expense of $4.8 million for the year ended December 31, 2024. The decrease in credit loss expense on factored receivables and loans was driven by decreased net charge-offs period over period including the $3.8 million recovery resulting from the USPS settlement. The decrease was also driven by a decrease in required specific reserves. These decreases were partially offset by increases to the ACL driven by changes in volume and mix of the portfolio period over period and changes in loss assumptions period over period.

The decrease in noninterest income at our Factoring segment was primarily due to a $0.6 million decrease in early termination fees. Additionally, the Factoring segment experienced an unrealized loss on the market value of its revenue share asset of $9 thousand during the year ended December 31, 2025 compared to a $1.3 million gain during the same period a year ago.

Noninterest expense at our Factoring segment decreased period over period the details of which are illustrated in the table above. For the year ended December 31, 2025, professional fees, a component of noninterest expense, at our Factoring segment reflect a $6.5 million recovery of previously expensed legal fees associated with the USPS Settlement. Other noninterest expense at our Factoring segment reflects a $2.0 million expense driven by settlement of litigation unrelated to the USPS Settlement for the year ended December 31, 2025. For the year ended December 31, 2025, salaries and benefits expense included $1.1 million of expense resulting from our aforementioned restructuring activities.

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Payments

(Dollars in thousands)

Year Ended December 31,

2025 Compared to 2024

2024 Compared to 2023

Payments

2025

2024

2023

$ Change

% Change

$ Change

% Change

Total interest income

$

25,298 

$

22,168 

$

16,390 

$

3,130 

14.1 

%

$

5,778 

35.3 

%

Intersegment interest allocations

11,536 

9,470 

6,707 

2,066 

21.8 

%

2,763 

41.2 

%

Total interest expense

— 

— 

— 

— 

— 

%

— 

— 

%

Net interest income (expense)

36,834 

31,638 

23,097 

5,196 

16.4 

%

8,541 

37.0 

%

Credit loss expense (benefit)

247 

57 

60 

190 

333.3 

%

(3)

(5.0)

%

Net interest income (expense) after credit loss expense

36,587 

31,581 

23,037 

5,006 

15.9 

%

8,544 

37.1 

%

Noninterest income

31,340 

24,080 

18,087 

7,260 

30.1 

%

5,993 

33.1 

%

Noninterest expense:

Salaries and employee benefits

35,637 

36,160 

35,089 

(523)

(1.4)

%

1,071 

3.1 

%

Depreciation

837 

1,003 

648 

(166)

(16.6)

%

355 

54.8 

%

Other occupancy, furniture and equipment

624 

649 

681 

(25)

(3.9)

%

(32)

(4.7)

%

FDIC insurance and other regulatory assessments

— 

— 

— 

— 

— 

%

— 

— 

%

Professional fees

965 

2,338 

2,448 

(1,373)

(58.7)

%

(110)

(4.5)

%

Amortization of intangible assets

4,751 

6,763 

6,683 

(2,012)

(29.8)

%

80 

1.2 

%

Advertising and promotion

3,089 

1,479 

1,311 

1,610 

108.9 

%

168 

12.8 

%

Communications and technology

10,392 

9,440 

7,992 

952 

10.1 

%

1,448 

18.1 

%

Software amortization

5,843 

2,899 

965 

2,944 

101.6 

%

1,934 

200.4 

%

Travel and entertainment

1,239 

1,659 

2,479 

(420)

(25.3)

%

(820)

(33.1)

%

Other

4,932 

3,583 

3,399 

1,349 

37.7 

%

184 

5.4 

%

Total noninterest expense

68,309 

65,973 

61,695 

2,336 

3.5 

%

4,278 

6.9 

%

Net intersegment noninterest income (expense)

(2,401)

(2,163)

(123)

(238)

(11.0)

%

(2,040)

(1658.5)

%

Net income (loss) before income tax expense

$

(2,783)

$

(12,475)

$

(20,694)

$

9,692 

77.7 

%

$

8,219 

39.7 

%

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Year Ended December 31,

2025

2024

2023

Supply chain financing factored receivables

$

174,292,000 

$

107,300,000 

$

100,829,000 

Quickpay factored receivables

67,828,000 

64,368,000 

73,899,000 

Factored receivable period end balance

$

242,120,000 

$

171,668,000 

$

174,728,000 

Total revenue

Supply chain finance interest income

$

14,179,000 

$

10,888,000 

$

5,613,000 

Quickpay interest income

11,119,000 

11,280,000 

10,777,000 

Intersegment interest income

11,536,000 

9,470,000 

6,707,000 

Total interest income

36,834,000 

31,638,000 

23,097,000 

Broker noninterest income

26,082,000 

18,393,000 

12,215,000 

Factor noninterest income

4,111,000 

5,276,000 

5,256,000 

Other noninterest income

1,147,000 

411,000 

616,000 

Intersegment noninterest income

1,372,000 

1,174,000 

1,067,000 

Total noninterest income

32,712,000 

25,254,000 

19,154,000 

$

69,546,000 

$

56,892,000 

$

42,251,000 

Total expense

Credit loss expense (benefit)

$

247,000 

$

57,000 

$

60,000 

Noninterest expense

68,309,000 

65,973,000 

61,695,000 

Intersegment noninterest expense

3,773,000 

3,337,000 

1,190,000 

$

72,329,000 

$

69,367,000 

$

62,945,000 

Net income (loss) before income tax expense

$

(2,783,000)

$

(12,475,000)

$

(20,694,000)

Depreciation

837,000 

1,003,000 

648,000 

Software amortization

5,843,000 

2,899,000 

965,000 

Intangible amortization expense

4,751,000 

6,763,000 

6,683,000 

Earnings (losses) before interest, taxes, depreciation, and amortization(2)

$

8,648,000 

$

(1,810,000)

$

(12,398,000)

EBITDA margin(1)

12 

%

(3)

%

(29)

%

Number of invoices processed

33,562,731 

24,846,449 

19,528,864 

Amount of payments processed

$

40,516,927,000 

$

27,784,495,000 

$

21,517,768,000 

Network invoice volume

3,872,588 

2,551,863 

1,086,910 

Network payment volume

$

6,273,452,000 

$

4,154,372,000 

$

1,839,961,000 

(1)Earnings (losses) before interest, taxes, depreciation, and amortization ("EBITDA") and EBITDA margin (the ratio of EBITDA to total revenue) are non-GAAP financial measures used to provide meaningful supplemental information regarding the segment's operational performance and to enhance investors' overall understanding of such financial performance.

Our Payments segment's operating loss decreased $9.7 million, or 77.7%.

The number of invoices processed by our Payments segment increased 35.1% from 24,846,449 for the year ended December 31, 2024 to 33,562,731 for the year ended December 31, 2025, and the amount of payments processed increased 45.8% from $27.784 billion for the year ended December 31, 2024 to $40.517 billion for the year ended December 31, 2025.

We began processing network transactions during the first quarter of 2022. When a fully integrated Payments customer payor receives an invoice from a fully integrated Payments customer payee, we call that a “network transaction.” All network transactions are included in our payment processing volume above. These transactions are facilitated through payments platform APIs with parties on both sides of the transaction using structured data; similar to how a credit card works at a point-of-sale terminal. The integrations largely automate the process and make it cheaper, faster and safer. During the year ended December 31, 2025, we processed 3,872,588 network invoices representing a network payment volume of $6.273 billion. During the year ended December 31, 2024, we processed 2,551,863 network invoices representing a network payment volume of $4.154 billion.

Net interest income increased due to increased average balance of interest earning assets at our Payments segment and increased intersegment interest allocation period over period. Average rates at our Payments segment were little changed period over period.

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Noninterest income increased primarily due to a $7.3 million increase in payment processing and audit fees earned from our payments and audit business during the year ended December 31, 2025 compared to the prior year. There were no other significant changes in the components of noninterest income at our Payments segment period over period.

Noninterest expense increased at our Payments segment, the details of which are illustrated in the table above. For the year ended December 31, 2025, salaries and benefits expense included $0.5 million of expense resulting from our aforementioned restructuring activities.

The acquisition of HubTran during 2021 allowed us to create a fully integrated payments network for trucking; servicing brokers and factors. Our payments platform already offered tools and services to increase automation, mitigate fraud, create back-office efficiency and improve the payment experience. Through the acquisition of HubTran, we created additional value through the enhancement of its presentment, audit, and payment capabilities for third party logistics companies (i.e., freight brokers) and their carriers, and factors. The acquisition of HubTran was a meaningful inflection point in the operations of our payments and audit business as our strategy shifted from a capital-intensive on-balance sheet product with a focus on interest income to an open-loop payments network for the trucking industry with an additional focus on fee revenue. It is for this reason that management believes that earnings before interest, taxes, depreciation, and amortization and the adjustment to that metric enhance investors' overall understanding of the financial performance of the Payments segment.

Intelligence

(Dollars in thousands)

Year Ended December 31,

Intelligence

2025

2024

2023

Total interest income

$

— 

$

— 

$

— 

Intersegment interest allocations

— 

— 

— 

Total interest expense

— 

— 

— 

Net interest income (expense)

— 

— 

— 

Credit loss expense (benefit)

— 

— 

— 

Net interest income (expense) after credit loss expense

— 

— 

— 

Noninterest income

6,804 

184 

— 

Noninterest expense:

Salaries and employee benefits

11,056 

1,457 

— 

Depreciation

43 

4 

— 

Other occupancy, furniture and equipment

54 

3 

— 

FDIC insurance and other regulatory assessments

— 

— 

— 

Professional fees

4,062 

328 

— 

Amortization of intangible assets

3,713 

— 

— 

Advertising and promotion

135 

2 

— 

Communications and technology

1,212 

42 

— 

Software amortization

44 

1 

— 

Travel and entertainment

577 

36 

— 

Other

430 

7 

— 

Total noninterest expense

21,326 

1,880 

— 

Net intersegment noninterest income (expense)

— 

— 

— 

Net income (loss) before income tax expense

$

(14,522)

$

(1,696)

$

— 

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Table of Contents

Our Intelligence segment's operating loss for the year ended December 31, 2025 was $14.5 million. As previously disclosed, prior to the fourth quarter of 2024, the data intelligence line of business did not exist. Therefore, discussion of changes regarding full-year 2025 and 2024 results is not comparable or meaningful. As illustrated in the table above, to date, the majority of the expenses related to our Intelligence segment are salaries and benefits expense, professional fees, amortization of intangible assets, and communications and technology expense. A majority of the professional fees recognized at our Intelligence segment during the year ended December 31, 2025 relate to our acquisition of Greenscreens.

Gross margin is a non-GAAP financial measure used as supplemental measure to evaluate the performance of our Intelligence segment. Cost of revenues is comprised primarily of salaries and benefits and communications and technology costs for employees providing services to the Company's customers. This includes the costs of the Company's personnel performing integration, customer support, third-party data center and customer training activities. Cost of revenues also includes the direct costs of third party hosting services. We have elected to exclude amortization expense of capitalized developed software and acquired technology as well as allocations of fixed asset depreciation expense and occupancy expenses from cost of revenues. Due to the timing of the Greenscreens acquisition in May 2025, gross margin is not meaningful for the full years ended December 31, 2025 and 2024.

Corporate and Other

(Dollars in thousands)

Years Ended Year Ended December 31,

2025 Compared to 2024

2024 Compared to 2023

Corporate and Other

2025

2024

2023

$ Change

% Change

$ Change

% Change

Total interest income

$

327 

$

303 

$

175 

$

24 

7.9

%

$

128 

73.1 

%

Intersegment interest allocations

— 

— 

— 

— 

— 

— 

— 

Total interest expense

6,751 

9,347 

9,702 

(2,596)

(27.8)

%

(355)

(3.7)

%

Net interest income (expense)

(6,424)

(9,044)

(9,527)

2,620 

29.0

%

483 

5.1

%

Credit loss expense (benefit)

277 

301 

745 

(24)

(8.0

%)

(444)

(59.6

%)

Net interest income (expense) after credit loss expense

(6,701)

(9,345)

(10,272)

2,644 

28.3

%

927 

9.0

%

Noninterest income

17,179 

4,300 

293 

12,879 

299.5

%

4,007 

1,367.6

%

Noninterest expense:

Salaries and employee benefits

72,591 

65,602 

54,595 

6,989 

10.7

%

11,007 

20.2

%

Depreciation

5,753 

5,554 

4,296 

199 

3.6

%

1,258 

29.3

%

Other occupancy, furniture and equipment

6,156 

5,913 

3,592 

243 

4.1

%

2,321 

64.6

%

FDIC insurance and other regulatory assessments

— 

— 

— 

— 

—

%

— 

—

%

Professional fees

9,404 

5,555 

4,988 

3,849 

69.3

%

567 

11.4

%

Amortization of intangible assets

806 

1,367 

— 

(561)

(41.0

%)

1,367 

100.0

%

Advertising and promotion

1,227 

1,796 

1,769 

(569)

(31.7

%)

27 

1.5

%

Communications and technology

8,909 

10,456 

8,874 

(1,547)

(14.8

%)

1,582 

17.8

%

Software amortization

1,178 

475 

259 

703 

148.0

%

216 

83.4

%

Travel and entertainment

1,965 

1,909 

1,455 

56 

2.9

%

454 

31.2

%

Other

7,353 

4,957 

4,386 

2,396 

48.3

%

571 

13.0

%

Total noninterest expense

115,342 

103,584 

84,214 

11,758 

11.4

%

19,370 

23.0

%

Net income (loss) before income tax expense

$

(104,864)

$

(108,629)

$

(94,193)

$

3,765 

3.5

%

$

(14,436)

(15.3

%)

Corporate and other is not a reportable segment, but rather includes certain revenue and expense from the Company's holding company as well as activities not allocated to specific business segments. Corporate and other reported an operating loss of $104.9 million for the year ended December 31, 2025 compared to an operating loss of $108.6 million for the year ended December 31, 2024.

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The decreased operating loss was primarily driven by the aforementioned $8.7 million gain on sale of the building purchased in 2024 for the purpose of constructing a future headquarters for Triumph as well as a $5.6 million gain on sale of an airplane. These gains were partially offset by a $7.0 million increase in salaries and benefits expense and a $3.8 million increase in professional fees. For the year ended December 31, 2025, salaries and benefits expense and professional fees included $0.8 million and $1.3 million of expense resulting from our restructuring activities, respectively. Further, Corporate experienced a $2.4 million increase in other noninterest expense driven by $2.4 million of current period lease termination payments related to the building we acquired during March 2024. Additionally, Corporate experienced a $2.6 million decrease in interest expense period over period as a result of decreased average borrowings.

Financial Condition

Assets

Total assets were $6.381 billion at December 31, 2025, compared to $5.949 billion at December 31, 2024, an increase of $431.6 million, the components of which are discussed below.

Loan Portfolio

Loans held for investment were $4.991 billion at December 31, 2025, compared with $4.547 billion at December 31, 2024.

The following table shows the recorded investment of our loans by portfolio categories as of the dates indicated:

December 31, 2025

December 31, 2024

$ Change

% Change

(Dollars in thousands)

% of Total

% of Total

Commercial real estate

$

730,435 

15 

%

$

777,689 

17 

%

$

(47,254)

(6.1

%)

Construction, land development, land

224,214 

4 

%

203,804 

4 

%

20,410 

10.0

%

1-4 family residential

193,508 

4 

%

154,020 

3 

%

39,488 

25.6

%

Farmland

43,433 

1 

%

56,366 

1 

%

(12,933)

(22.9

%)

Commercial

1,163,664 

24 

%

1,119,245 

26 

%

44,419 

4.0

%

Factored receivables

1,462,900 

29 

%

1,204,510 

26 

%

258,390 

21.5

%

Consumer

16,819 

— 

%

8,000 

— 

%

8,819 

110.2

%

Mortgage warehouse

1,156,334 

23 

%

1,023,326 

23 

%

133,008 

13.0

%

Total Loans

$

4,991,307 

100 

%

$

4,546,960 

100 

%

$

444,347 

9.8

%

Commercial Real Estate Loans. Our commercial real estate loans decreased $47.3 million, or 6.1%, due to paydowns that outpaced new origination activity. A significant portion of our loan portfolio at December 31, 2025 consisted of commercial real estate loans secured by properties. Such loans can involve high principal loan amounts, and the repayment of these loans is dependent, in large part, on a borrower's ongoing business operations or on income generated from the properties. The table below sets forth the Company's commercial real estate loan portfolio, by portfolio industry sector and collateral location as of December 31, 2025.

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Table of Contents

(Dollars in thousands)

Illinois

New York

Texas

Colorado

New Jersey

Iowa

Other

Total

Non-owner occupied

Office

$

3,572 

$

35,858 

$

43,410 

$

3,772 

$

82,574 

$

344 

$

3,930 

$

173,460 

Multifamily

11,764 

— 

1,347 

7,884 

— 

148 

105,598 

126,741 

Retail

5,400 

48,803 

— 

8,603 

— 

2,698 

30,632 

96,136 

Industrial

6,644 

34,082 

1,757 

938 

— 

69 

11,281 

54,771 

Hospitality

896 

— 

— 

4,880 

— 

— 

32,725 

38,501 

Other

8,924 

2,547 

3,604 

5,447 

— 

1,474 

19,880 

41,876 

37,200 

121,290 

50,118 

31,524 

82,574 

4,733 

204,046 

531,485 

Owner occupied

Industrial

19,172 

— 

2,469 

6,369 

— 

19,232 

11,697 

58,939 

Hospitality

2,927 

— 

— 

3,030 

— 

8,570 

— 

14,527 

Restaurant

19,331 

— 

— 

3,241 

— 

265 

2,548 

25,385 

Retail

1,369 

— 

— 

8,490 

— 

537 

1,267 

11,663 

Office

1,705 

110 

— 

5,859 

— 

596 

706 

8,976 

Other

3,898 

— 

— 

12,952 

— 

39,183 

23,427 

79,460 

48,402 

110 

2,469 

39,941 

— 

68,383 

39,645 

198,950 

Total commercial real estate

$

85,602 

$

121,400 

$

52,587 

$

71,465 

$

82,574 

$

73,116 

$

243,691 

$

730,435 

Construction and Development Loans. Our construction and development loans increased $20.4 million, or 10.0%, due to origination and draw activity that outpaced paydowns and conversions to term loans.

Residential Real Estate Loans. Our one-to-four family residential loans increased $39.5 million, or 25.6%, due to new loan activity that outpaced paydowns.

Farmland Loans. Our farmland loans decreased $12.9 million, or 22.9%, due to paydowns that outpaced modest origination activity.

Commercial Loans. Our commercial loans held for investment increased $44.4 million, or 4.0%, due to increases in equipment lending and other commercial lending balances. The increase was partially offset by decreases in asset based lending, liquid credit, and agriculture lending balances. Our other commercial lending products, comprised primarily of general commercial loans originated in our community banking markets, increased $29.0 million, or 10.1%.

The following table shows our commercial loans:

(Dollars in thousands)

December 31, 2025

December 31, 2024

$ Change

% Change

Commercial

Equipment

$

587,926 

$

511,855 

$

76,071 

14.9

%

Asset-based lending

180,012 

205,353 

(25,341)

(12.3

%)

Liquid credit

36,482 

65,053 

(28,571)

(43.9

%)

Agriculture

42,588 

49,365 

(6,777)

(13.7

%)

Other commercial lending

316,656 

287,619 

29,037 

10.1

%

Total commercial loans

$

1,163,664 

$

1,119,245 

$

44,419 

4.0

%

Factored Receivables. Our factored receivables increased $258.4 million, or 21.5%. See discussion of our factoring subsidiary in the Operating Segment Results for analysis of the key drivers impacting the change in the ending factored receivables balance during the period.

Consumer Loans. Our consumer loans increased $8.8 million, or 110.2%, due to new loan activity that outpaced paydowns.

Mortgage Warehouse. Our mortgage warehouse facilities increased $133.0 million, or 13.0%, due to seasonal changes in utilization. Client utilization of mortgage warehouse facilities may experience significant fluctuation on a day-to-day basis given mortgage origination market conditions. Our average mortgage warehouse lending balance was $1.087 billion for the year ended December 31, 2025 compared to $739.4 million for the year ended December 31, 2024.

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The following table sets forth the contractual maturities, including scheduled principal repayments, of our loan portfolio and the distribution between fixed and floating interest rate loans:

December 31, 2025

(Dollars in thousands)

One Year or

Less

After One

but within

Five Years

After Five but within Fifteen

Years

After Fifteen

Years

Total

Commercial real estate

$

316,220 

$

386,408 

$

27,766 

$

41 

$

730,435 

Construction, land development, land

99,086 

124,801 

327 

— 

224,214 

1-4 family residential

11,300 

22,374 

5,387 

154,447 

193,508 

Farmland

4,038 

27,321 

11,318 

756 

43,433 

Commercial

359,121 

763,811 

40,732 

— 

1,163,664 

Factored receivables

1,462,900 

— 

— 

— 

1,462,900 

Consumer

8,005 

8,309 

500 

5 

16,819 

Mortgage warehouse

1,156,334 

— 

— 

— 

1,156,334 

$

3,417,004 

$

1,333,024 

$

86,030 

$

155,249 

$

4,991,307 

Sensitivity of loans to changes in interest rates:

After One

but within

Five Years

After Five but within Fifteen

Years

After Fifteen

Years

Predetermined (fixed) interest rates

Commercial real estate

$

248,539 

$

1,617 

$

— 

Construction, land development, land

68,671 

274 

— 

1-4 family residential

18,158 

1,315 

68,791 

Farmland

24,333 

187 

— 

Commercial

602,660 

14,337 

— 

Factored receivables

— 

— 

— 

Consumer

8,309 

500 

5 

Mortgage warehouse

— 

— 

— 

$

970,670 

$

18,230 

$

68,796 

Floating interest rates

Commercial real estate

$

137,869 

$

26,149 

$

41 

Construction, land development, land

56,130 

53 

— 

1-4 family residential

4,216 

4,072 

85,656 

Farmland

2,988 

11,131 

756 

Commercial

161,151 

26,395 

— 

Factored receivables

— 

— 

— 

Consumer

— 

— 

— 

Mortgage warehouse

— 

— 

— 

$

362,354 

$

67,800 

$

86,453 

As of December 31, 2025, most of the Company’s non-factoring business activity is with customers located within certain states. The states of Texas (20%), Illinois (10%), Colorado (10%), and Iowa (4%) make up 44% of the Company’s gross loans, excluding factored receivables. Therefore, the Company’s exposure to credit risk is affected by changes in the economies in these states. At December 31, 2024, the states of Texas (22%), Colorado (10%), Illinois (12%) and Iowa (4%) made up 48% of the Company’s gross loans, excluding factored receivables.

Further, a majority (97%) of our factored receivables, representing approximately 29% of our total loan portfolio as of December 31, 2025, are transportation receivables. Although such concentration may cause our future income with respect to our factoring operations to be correlated with demand for the transportation industry in the United States generally, and small-to-mid-sized operators in such industry specifically, we feel the credit risk with respect to our outstanding portfolio is appropriately mitigated as we limit the amount of receivables acquired from individual debtors and creditors thereby achieving diversification across a number of companies and industries. At December 31, 2024, 97% of our factored receivables, representing approximately 26% of our total loan portfolio, were transportation receivables.

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Table of Contents

Nonperforming Assets

We have established procedures to assist us in maintaining the overall quality of our loan portfolio. In addition, we have adopted underwriting guidelines to be followed by our lending officers and require senior management review of proposed extensions of credit exceeding certain thresholds. When delinquencies exist, we monitor them for any negative or adverse trends. Our loan review procedures include approval of lending policies and underwriting guidelines by the board of directors of our bank subsidiary, independent loan review, approval of large credit relationships by our bank subsidiary’s Management Loan Committee and loan quality documentation procedures. We, like other financial institutions, are subject to the risk that our loan portfolio will be subject to increasing pressures from deteriorating borrower credit due to general economic conditions.

To manage the credit risks associated with its loan portfolio, management may, depending on current or anticipated economic conditions and related exposures, apply enhanced risk management measures to loans through analysis of a specific borrower's financial condition, including cash flow, collateral values, and guarantees, among other credit factors. In response to the current market dynamics, including economic uncertainties in market interest rates since 2022, the Company has enhanced its stress testing to mitigate interest rate reset risk with a specific emphasis on borrowers’ abilities to absorb the impact of higher interest loan rates.

The following table sets forth the allocation of our nonperforming assets among our different asset categories as of the dates indicated. We classify nonperforming assets as nonaccrual loans and securities, factored receivables greater than 90 days past due, OREO, and other repossessed assets. The balances of nonperforming loans reflect the recorded investment in these assets, including deductions for purchase discounts.

(Dollars in thousands)

December 31, 2025

December 31, 2024

Nonperforming loans:

Commercial real estate

$

8,502 

$

11,254 

Construction, land development, land

— 

2,410 

1-4 family residential

1,790 

810 

Farmland

458 

1,996 

Commercial

45,446 

73,437 

Factored receivables

1,347 

23,289 

Consumer

12 

116 

Mortgage warehouse

— 

— 

Total nonperforming loans

57,555 

113,312 

Held to maturity securities

1,913 

4,073 

Equity investments without readily determinable fair value

— 

2,462 

Other real estate owned, net

10,185 

— 

Other repossessed assets

220 

425 

Total nonperforming assets

$

69,873 

$

120,272 

Nonperforming assets to total assets

1.10 

%

2.02 

%

Nonperforming loans to total loans held for investment

1.15 

%

2.49 

%

Total past due loans to total loans held for investment

2.72 

%

3.27 

%

Nonperforming loans decreased $55.8 million, or 49.2%, due to a $7.5 million payoff of a nonperforming multifamily relationship, a combined $42.1 million decrease in five large nonperforming equipment finance relationships, a combined $13.6 million decrease in three large nonperforming liquid credit relationships, the sale of a $2.5 million nonperforming construction relationship, a $2.0 million decrease in a nonperforming other commercial lending relationship, a $1.5 million payoff of a nonperforming farmland relationship, and a $21.9 million decrease in nonperforming factored receivables. The decrease in nonperforming factored receivables includes the reduction of the $19.4 million Misdirected Payments Receivable, net of customer reserves. These decreases were partially offset by the addition of a nonperforming asset based lending relationship of $22.5 million discussed further in Item 1. Legal Proceedings of Part II of this document, a $4.8 million increase driven by the addition of three large nonperforming equipment finance relationships, and a $6.6 million increase driven by the addition of two large nonperforming commercial real estate relationships.

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Table of Contents

The largest portion of nonperforming commercial loans at December 31, 2024 consisted of $54.2 million of nonperforming equipment loans; however the balance of nonperforming equipment loans had decreased to $18.3 million at December 31, 2025. While nonperforming commercial real estate increased year over year the total outstanding balance of such loans is below $10.0 million at December 31, 2025, and our historical credit losses in this line of lending have been low.

As a result of the activity previously described and the change in period end total loans period over period, the ratio of nonperforming loans to total loans held for investment decreased to 1.15% at December 31, 2025 from 2.49% at December 31, 2024.

Our ratio of nonperforming assets to total assets decreased to 1.10% at December 31, 2025 from 2.02% at December 31, 2024. This is due to the aforementioned loan activity and changes in our period end total assets as well as a decrease in equity investments we consider to be nonperforming. Additionally, our HTM CLO securities considered to be nonaccrual which decreased $2.2 million during the year. These decreases were partially offset by a $10.2 million increase in other real estate owned mostly related to a $9.5 million commercial property taken to OREO during the year as part of the collateral recovery related to the large acquired PCD loan.

Past due loans to total loans held for investment decreased to 2.72% at December 31, 2025 from 3.27% at December 31, 2024 as a result of a $13.0 million decrease in total past due loans including a $23.9 million decrease in past due commercial loans, a $20.2 million decrease in past due factored receivables, and a $2.4 million decrease in past due construction, land development, and land loans. These decreases were partially offset by a $33.3 million increase in past due commercial real estate loans.

Allowance for Credit Losses on Loans

The ACL is a valuation allowance estimated at each balance sheet date in accordance with GAAP that is deducted from the loans’ amortized cost basis to present the net amount expected to be collected on the loans. When the Company deems all or a portion of a loan to be uncollectible the appropriate amount is written off and the ACL is reduced by the same amount. Subsequent recoveries, if any, are credited to the ACL when received. See Note 1 – Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements included elsewhere in this report for discussion of our ACL methodology on loans. Allocations of the ACL may be made for specific loans, but the entire allowance is available for any loan that, in the Company’s judgment, should be charged-off.

Loan loss valuation allowances are recorded on specific at-risk balances, typically consisting of collateral dependent loans and factored invoices greater than 90 days past due with negative cash reserves.

The following table sets forth the ACL by category of loan:

December 31, 2025

December 31, 2024

(Dollars in thousands)

Allocated

Allowance

% of Loan

Portfolio

ACL to

Loans

Allocated

Allowance

% of Loan

Portfolio

ACL to

Loans

Commercial real estate

$

4,713 

15 

%

0.65 

%

$

3,825 

17 

%

0.49 

%

Construction, land development, land

2,970 

4 

%

1.32 

%

2,873 

4 

%

1.41 

%

1-4 family residential

1,927 

4 

%

1.00 

%

1,404 

3 

%

0.91 

%

Farmland

298 

1 

%

0.69 

%

386 

1 

%

0.68 

%

Commercial

14,947 

24 

%

1.28 

%

21,419 

26 

%

1.91 

%

Factored receivables

10,069 

29 

%

0.69 

%

9,600 

26 

%

0.80 

%

Consumer

429 

— 

%

2.55 

%

185 

— 

%

2.31 

%

Mortgage warehouse

1,158 

23 

%

0.10 

%

1,022 

23 

%

0.10 

%

Total Loans

$

36,511 

100 

%

0.73 

%

$

40,714 

100 

%

0.90 

%

The ACL decreased $4.2 million, or 10.3%. This decrease reflects net charge-offs of $18.2 million and credit loss expense of $3.2 million. It should be noted that the $10.8 million ACL on the acquired PCD loan was booked as part of the loan purchase with no impact on credit loss expense. Therefore, the corresponding $10.8 million charge-off also had no impact on credit loss expense.

A driver of the change in ACL is change in the loss drivers that the Company forecasted to calculate expected losses at December 31, 2025 as compared to December 31, 2024. Such change had a negative impact on the Company’s loss drivers and assumptions over the reasonable and supportable forecast period and resulted in an increase of $0.7 million of ACL period over period.

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Table of Contents

The Company uses the discounted cash flow (DCF) method to estimate ACL for the commercial real estate, construction, land development, land, 1-4 family residential, commercial (excluding liquid credit), and consumer loan pools. For all loan pools utilizing the DCF method, the Company utilizes and forecasts national unemployment as a loss driver. The Company also utilizes and forecasts either one-year percentage change in national retail sales (commercial real estate – non multifamily, commercial general, commercial agriculture, commercial asset-based lending, commercial equipment finance, consumer), one-year percentage change in the national home price index (1-4 family residential and construction, land development, land), or one-year percentage change in national gross domestic product (commercial real estate – multifamily) as a second loss driver depending on the nature of the underlying loan pool and how well that loss driver correlates to expected future losses. Consistent forecasts of the loss drivers are used across the loan segments. The Company also forecasts prepayment speeds for use in the DCF models with higher prepayment speeds resulting in lower required ACL levels and vice versa for shorter prepayment speeds. These assumed prepayment speeds are based upon our historical prepayment speeds by loan type adjusted for the expected impact of the future interest rate environment. The impact of these assumed prepayment speeds is lesser in magnitude than the aforementioned loss driver assumptions.

For all DCF models at December 31, 2025, the Company has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over eight quarters on a straight-line basis. The Company leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by the Company when developing the forecast metrics. At December, 2025 as compared to December 31, 2024, the Company forecasted a modest increase in national unemployment and modest degradation in one-year percentage change in national retail sales, one-year percentage change in national home price index, and one-year percentage change in national gross domestic product. At December 31, 2025 for national unemployment, the Company projected a low percentage in the first quarter followed by a gradual rise in the following three quarters. For percentage change in national retail sales, the Company projected small increases in the first two projected quarters followed by a decline to negative levels over the last two projected quarters to a level below recent actual periods. For percentage change in national home price index, the Company projected a breakeven level in the first projected quarter followed by a steep drop to negative levels for the remaining three quarters with such negative levels peaking in the fourth projected quarter. For percentage change in national gross domestic product, management projected very low growth for the first two projected quarters with low levels of contraction for the final two projected quarters. At December 31, 2025, the Company used its historical prepayment speeds with minimal adjustment.

The Company uses a loss-rate method to estimate expected credit losses for the farmland, liquid credit, factored receivables, and mortgage warehouse loan pools. For each of these loan segments, the Company applies an expected loss ratio based on internal and peer historical losses adjusted as appropriate for qualitative factors. Qualitative loss factors are based on the Company's judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions. Loss factors used to calculate the required ACL on pools that use the loss-rate method reflect the forecasted economic conditions described above.

The following tables show our credit ratios and an analysis of our credit loss expense:

December 31,

(Dollars in thousands)

2025

2024

Allowance for credit losses on loans

$

36,511 

$

40,714 

Total loans held for investment

$

4,991,307 

$

4,546,960 

Allowance to total loans held for investment

0.73 

%

0.90 

%

Nonaccrual loans

$

56,208 

$

90,023 

Total loans held for investment

$

4,991,307 

$

4,546,960 

Nonaccrual loans to total loans held for investment

1.13 

%

1.98 

%

Allowance for credit losses on loans

$

36,511 

$

40,714 

Nonaccrual loans

$

56,208 

$

90,023 

Allowance for credit losses to nonaccrual loans

64.96 

%

45.23 

%

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Table of Contents

Year Ended December 31,

2025

2024

2023

(Dollars in thousands)

Net

Charge-Offs

Average Loans HFI

Net Charge-Off Ratio

Net

Charge-Offs

Average Loans HFI

Net Charge-Off Ratio

Net

Charge-Offs

Average Loans HFI

Net Charge-Off Ratio

Commercial real estate

$

132 

$

753,805 

0.02 

%

$

456 

$

795,798 

0.06 

%

$

22 

$

753,455 

— 

%

Construction, land development, land

203 

214,526 

0.09 

%

(1)

197,037 

— 

%

(5)

112,723 

— 

%

1-4 family residential

61 

171,551 

0.04 

%

67 

129,463 

0.05 

%

(7)

129,579 

(0.01)

%

Farmland

— 

46,484 

— 

%

— 

58,264 

— 

%

— 

65,761 

— 

%

Commercial

15,237 

1,112,270 

1.37 

%

6,084 

1,104,804 

0.55 

%

9,570 

1,212,191 

0.79 

%

Factored receivables

2,142 

1,349,574 

0.16 

%

6,108 

1,176,092 

0.52 

%

10,186 

1,177,791 

0.86 

%

Consumer

438 

14,050 

3.12 

%

394 

8,426 

4.68 

%

48 

9,168 

0.52 

%

Mortgage warehouse

— 

1,086,634 

— 

%

— 

739,419 

— 

%

— 

763,597 

— 

%

Total Loans

$

18,213 

$

4,748,894 

0.38 

%

$

13,108 

$

4,209,303 

0.31 

%

$

19,814 

$

4,224,265 

0.47 

%

Net loans charged off increased $5.1 million, or 38.9%. Net charge-offs during the year ended December 31, 2025 reflect the $10.8 million charge off on the acquired PCD loan that had no impact on earnings and the $9.5 million recovery on that loan that resulted in a benefit to credit loss expense during the year. The net charge-off amount related to the acquired PCD loan was $1.3 million for the year ended December 31, 2025. Such net charge-offs also reflect the $3.8 million factoring recovery resulting from the USPS settlement, a $6.8 million partial charge-off of a liquid credit relationship, a $4.0 million partial charge-off of a separate liquid credit relationship, a $2.4 million charge-off of a factoring relationship, and a $2.1 million partial charge-off of an equipment lending relationship. There were no individually significant charge-offs during the year ended December 31, 2024.

Securities

As of December 31, 2025, we held equity securities with readily available fair values of $4.6 million, an increase of $143 thousand from $4.4 million at December 31, 2024. These securities represent investments in a publicly traded Community Reinvestment Act mutual fund and are subject to market pricing volatility, with changes in fair value recorded in earnings.

The following table illustrates the changes in our available for sale debt securities:

Available For Sale Debt Securities:

(Dollars in thousands)

December 31, 2025

December 31, 2024

$ Change

% Change

Mortgage-backed securities, residential

$

88,500 

$

84,185 

$

4,315 

5.1 

%

Asset-backed securities

811 

905 

(94)

(10.4)

%

State and municipal

2,589 

3,063 

(474)

(15.5)

%

CLO Securities

271,074 

291,913 

(20,839)

(7.1)

%

Corporate bonds

263 

262 

1 

0.4 

%

SBA pooled securities

1,040 

1,233 

(193)

(15.7)

%

Total available for sale debt securities

$

364,277 

$

381,561 

$

(17,284)

(4.5)

%

Our available for sale CLO portfolio consists of investment grade positions in high ranking tranches within their respective securitization structures. As of December 31, 2025, the Company determined that all impaired available for sale securities experienced a decline in fair value below their amortized cost basis due to noncredit-related factors. Therefore, the Company carried no ACL at December 31, 2025. Our available for sale securities can be used for pledging to secure FHLB borrowings and public deposits, or can be sold to meet liquidity needs.

As of December 31, 2025, we held securities classified as held to maturity with an amortized cost, net of ACL, of $1.6 million, a decrease of $0.3 million from $1.9 million at December 31, 2024. See previous discussion of Credit Loss Expense related to our held to maturity securities for further details regarding the nature of these securities and the required ACL at December 31, 2025.

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Table of Contents

The following tables set forth the amortized cost and average yield of our securities, by type and contractual maturity:

Maturity as of December 31, 2025

One Year or Less

After One but within Five Years

After Five but within Ten Years

After Ten Years

Total

(Dollars in thousands)

Amortized

Cost

Average

Yield

Amortized

Cost

Average

Yield

Amortized

Cost

Average

Yield

Amortized

Cost

Average

Yield

Amortized

Cost

Average

Yield

Mortgage-backed securities

6,045 

2.28 

%

764 

2.35 

%

428 

4.32 

%

84,405 

4.83 

%

91,642 

4.64 

%

Asset-backed securities

— 

— 

%

— 

— 

%

812 

5.83 

%

— 

— 

%

812 

5.83 

%

State and municipal

— 

— 

%

2,134 

2.88 

%

504 

2.66 

%

— 

— 

%

2,638 

2.84 

%

CLO securities

— 

— 

%

— 

— 

%

32,567 

5.67 

%

237,581 

5.37 

%

270,148 

5.40 

%

Corporate bonds

— 

— 

%

— 

— 

%

265 

5.14 

%

— 

— 

%

265 

5.14 

%

SBA pooled securities

— 

— 

%

— 

— 

%

543 

2.65 

%

536 

4.07 

%

1,079 

3.36 

%

Total available for sale securities

$

6,045 

2.28 

%

$

2,898 

2.74 

%

$

35,119 

5.56 

%

$

322,522 

5.22 

%

$

366,584 

5.19 

%

Held to maturity securities:

$

— 

— 

%

$

3,178 

4.13 

%

$

— 

— 

%

$

— 

— 

%

$

3,178 

4.13 

%

Liabilities

Total liabilities were $5.439 billion as of December 31, 2025, compared to $5.058 billion at December 31, 2024, an increase of $380.8 million, the components of which are discussed below.

Deposits

The following table summarizes our deposits:

(Dollars in thousands)

December 31, 2025

December 31, 2024

$ Change

% Change

Noninterest bearing demand

$

1,901,638 

$

1,964,457 

$

(62,819)

(3.2

%)

Interest bearing demand

845,060 

697,949 

147,111 

21.1

%

Individual retirement accounts

37,634 

43,937 

(6,303)

(14.3

%)

Money market

608,036 

629,610 

(21,574)

(3.4

%)

Savings

522,189 

515,545 

6,644 

1.3

%

Certificates of deposit

224,644 

232,232 

(7,588)

(3.3

%)

Brokered time deposits

695,093 

490,650 

204,443 

41.7

%

Other brokered deposits

115,922 

246,440 

(130,518)

(53.0

%)

Total Deposits

$

4,950,216 

$

4,820,820 

$

129,396 

2.7

%

Our total deposits increased $129.4 million, or 2.7%, primarily due to an increase in brokered time deposits, interest bearing demand deposits, and savings deposits. The Company experienced decreases in all other material deposit categories. Other brokered deposits are non-maturity deposits obtained from wholesale sources. As of December 31, 2025, interest bearing demand deposits, noninterest bearing deposits, money market deposits, other brokered deposits, and savings deposits accounted for 81% of our total deposits, while individual retirement accounts, certificates of deposit, and brokered time deposits made up 19% of total deposits. As of December 31, 2024, interest bearing demand deposits, noninterest bearing deposits, money market deposits, other brokered deposits, and savings deposits accounted for 84% of our total deposits, while individual retirement accounts, certificates of deposit, and brokered time deposits made up 16% of total deposits. At December 31, 2025 and December 31, 2024, our estimated uninsured deposits were $1.466 billion and $1.488 billion, respectively.

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Table of Contents

At December 31, 2025, we held $64.2 million of time deposits that meet or exceed the $250,000 Federal Deposit Insurance Corporation ("FDIC") insurance limit. The following table provides information on the maturity distribution of the time deposits exceeding the $250,000 FDIC insurance limit as of December 31, 2025:

(Dollars in thousands)

Over

$250,000

Maturity

3 months or less

$

27,722 

Over 3 through 6 months

24,007 

Over 6 through 12 months

5,823 

Over 12 months

3,699 

$

61,251 

Other Borrowings

FHLB Advances

As part of our overall funding and liquidity management program, from time to time we borrow from the Federal Home Loan Bank. The following table provides a summary of our FHLB borrowings as of and for the years ended December 31, 2025, 2024, and 2023:

(Dollars in thousands)

December 31,

2025

December 31,

2024

December 31,

2023

Amount outstanding at end of the year

$

280,000 

$

30,000 

$

255,000 

Weighted average interest rate at end of the year

3.67 

%

4.79 

%

5.65 

%

Average daily balance during the year

$

208,014 

$

120,369 

$

194,795 

Weighted average interest rate during the year

4.35 

%

5.38 

%

5.30 

%

Maximum month-end balance during the year

$

355,000 

$

280,000 

$

530,000 

Our FHLB advances are collateralized by assets, including a blanket pledge of certain loans. Of the FHLB borrowings outstanding as of December 31, 2025, $250.0 million were short-term borrowings maturing within one year and $30.0 million were long term borrowings maturing after one but within two years. As of December 31, 2025 and 2024, we had $644.7 million and $819.1 million, respectively, in unused and available advances from the FHLB. The decrease in our total borrowing capacity from December 31, 2024 to December 31, 2025 was primarily the result of increased borrowing amounts outstanding at the end of 2025.

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Subordinated Notes

On November 27, 2019, the Company issued $39.5 million of Fixed-to-Floating Rate Subordinated Notes due 2029 (the “2019 Notes”). The 2019 Notes initially incurred interest at 4.875% per annum, payable semi-annually in arrears, to, but excluding, November 27, 2024. The 2019 Notes were redeemed on November 27, 2024 at a redemption price equal to the outstanding principal amount of the 2019 Notes plus accrued and unpaid interest to, but excluding, the date of redemption.

On August 26, 2021, the Company issued $70.0 million of Fixed-to-Floating Rate Subordinated Notes due 2031 (the “2021 Notes”). The 2021 Notes initially bear interest at 3.500% per annum, payable semi-annually in arrears, to, but excluding, September 1, 2026, and, thereafter and to, but excluding, the maturity date or earlier redemption, interest shall be payable quarterly in arrears, at an annual floating rate equal to a benchmark rate, initially three-month SOFR, as determined for the applicable quarterly period, plus 2.860%. The Company may, at its option, beginning on September 1, 2026 and on any scheduled interest payment date thereafter, redeem the 2021 Notes, in whole or in part, at a redemption price equal to the outstanding principal amount of the 2021 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the date of redemption.

The Subordinated Notes are included on the consolidated balance sheets as liabilities at their carrying values; however, for regulatory purposes, the $69.9 million and $69.7 million carrying value of these obligations at December 31, 2025 and 2024, respectively, were eligible for inclusion in Tier 2 regulatory capital. At the beginning of each of the last five years of the life of the Subordinated Notes, the amount eligible to be included in Tier 2 regulatory capital will be reduced by 20%.

Issuance costs related to the Subordinated Notes have been netted against the subordinated notes liability on the balance sheet. The debt issuance costs are being amortized using the effective interest method through maturity and recognized as a component of interest expense.

The Subordinated Notes are subordinated in right of payment to the Company’s existing and future senior indebtedness and are structurally subordinated to the Company’s subsidiaries’ existing and future indebtedness and other obligations.

Junior Subordinated Debentures

The following provides a summary of our junior subordinated debentures as of December 31, 2025:

(Dollars in thousands)

Face Value

Carrying Value

Maturity Date

Variable

Interest Rate

Interest Rate At December 31, 2025

National Bancshares Capital Trust II

$

15,464 

$

13,943 

September 2033

Three Month SOFR + 3.26%

6.98%

National Bancshares Capital Trust III

17,526 

14,132 

July 2036

Three Month SOFR + 1.64%

5.81%

ColoEast Capital Trust I

5,155 

4,010 

September 2035

Three Month SOFR + 1.86%

5.55%

ColoEast Capital Trust II

6,700 

5,151 

March 2037

Three Month SOFR + 2.05%

5.74%

Valley Bancorp Statutory Trust I

3,093 

2,953 

September 2032

Three Month SOFR + 3.66%

7.35%

Valley Bancorp Statutory Trust II

3,093 

2,802 

July 2034

Three Month SOFR + 3.01%

6.72%

$

51,031 

$

42,991 

These debentures are unsecured obligations and were issued to trusts that are unconsolidated subsidiaries. The trusts in turn issued trust preferred securities with identical payment terms to unrelated investors. The debentures may be called by the Company at par plus any accrued but unpaid interest; however, we have no current plans to redeem them prior to maturity. Interest on the debentures is calculated quarterly, based on a rate equal to three month SOFR plus a weighted average spread of 2.41%. As part of the purchase accounting adjustments made with the National Bancshares, Inc. acquisition on October 15, 2013, the ColoEast acquisition on August 1, 2016, and the Valley acquisition on December 9, 2017, we adjusted the carrying value of the junior subordinated debentures to fair value as of the respective acquisition dates. The discount on the debentures will continue to be amortized through maturity and recognized as a component of interest expense.

The debentures are included on our consolidated balance sheet as liabilities; however, for regulatory purposes, these obligations are eligible for inclusion in regulatory capital, subject to certain limitations. All of the carrying value of $43.0 million was allowed in the calculation of Tier I capital as of December 31, 2025.

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Liquidity and Capital Resources

Capital Resources

Our stockholders’ equity totaled $941.8 million as of December 31, 2025, compared to $890.9 million as of December 31, 2024, an increase of $50.9 million. Stockholders’ equity increased during this period primarily due to our net income, stock based compensation expense, common stock issued in connection with our acquisition of Greenscreens, and the issuance of common stock pursuant to our employee stock purchase plan.

Liquidity Management

We define liquidity as our ability to generate sufficient cash to fund current loan demand, deposit withdrawals, or other cash demands and disbursement needs, and otherwise to operate on an ongoing basis.

We manage liquidity at the holding company level as well as that of our bank subsidiary. The management of liquidity at both levels is critical, because the holding company and our bank subsidiary have different funding needs and sources, and each is subject to regulatory guidelines and requirements which require minimum levels of liquidity. We believe that our liquidity ratios meet or exceed those guidelines and our present position is adequate to meet our current and future liquidity needs.

As part of our liquidity management process, we regularly stress test our balance sheet to ensure that we are continually able to withstand unexpected liquidity shocks such as sudden or protracted material deposit runoff. This analysis explicitly contemplates the immediate runoff of any meaningful deposit concentrations such as the servicing deposits that we hold on behalf of our mortgage warehouse customers.

Our liquidity requirements are met primarily through cash flow from operations, receipt of pre-paid and maturing balances in our loan and investment portfolios, debt financing and increases in customer deposits. Our liquidity position is supported by management of liquid assets and liabilities and access to other sources of funds. Liquid assets include cash, interest-earning deposits in banks, federal funds sold, securities available for sale and maturing or prepaying balances in our investment and loan portfolios. Liquid liabilities include core deposits, federal funds purchased, securities sold under repurchase agreements and other borrowings. Other sources of funds include the sale of loans, brokered deposits, the issuance of additional collateralized borrowings such as FHLB advances or borrowings from the Federal Reserve, the issuance of debt securities and the issuance of common securities. For additional information regarding our operating, investing and financing cash flows, see the Consolidated Statements of Cash Flows provided in our consolidated financial statements.

In addition to the liquidity provided by the sources described above, our subsidiary bank maintains correspondent relationships with other banks in order to sell loans or purchase overnight funds should additional liquidity be needed. As of December 31, 2025, TBK Bank had $600.4 million of unused borrowing capacity from the Federal Reserve Bank discount window and unsecured federal funds lines of credit with seven unaffiliated banks totaling $227.5 million, with no amounts advanced against those lines. Additionally, as of December 31, 2025, we had $644.7 million in unused and available advances from the FHLB. We routinely utilize FHLB advances to support the fluctuating and sometimes unpredictable balances in our mortgage warehouse lending portfolio, and we will continue to do so.

Contractual Obligations

The following table summarizes our contractual obligations and other commitments to make future payments as of December 31, 2025. The amount of the obligations presented in the table reflect principal amounts only and exclude the amount of interest we are obligated to pay. Also excluded from the table are a number of obligations to be settled in cash. These excluded items are reflected in our consolidated balance sheet and include deposits with no stated maturity, trade payables, and accrued interest payable.

Payments Due by Period - December 31, 2025

(Dollars in thousands)

Total

One Year or

Less

After One

but within

Three Years

After Three

but within

Five Years

After Five

Years

Federal Home Loan Bank advances

$

280,000 

$

250,000 

$

30,000 

$

— 

$

— 

Subordinated notes

70,000 

— 

— 

— 

70,000 

Junior subordinated debentures

51,031 

— 

— 

— 

51,031 

Operating lease agreements

27,795 

6,405 

10,798 

7,589 

3,003 

Time deposits with stated maturity dates

957,371 

934,514 

19,295 

3,562 

— 

Total contractual obligations

$

1,386,197 

$

1,190,919 

$

60,093 

$

11,151 

$

124,034 

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Off-Balance Sheet Arrangements

In the normal course of business, we enter into various transactions, which, in accordance with GAAP, are not included in our consolidated balance sheets. We enter into these transactions to meet the financing needs of our customers. These transactions include commitments to extend credit and standby and commercial letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. For further information, see Note 14 – Off-Balance Sheet Loan Commitments in the accompanying notes to the consolidated financial statements included elsewhere in this report.

Regulatory Capital Requirements

Our capital management consists of providing equity to support our current and future operations. We are subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s or TBK Bank’s financial statements. For further information regarding our regulatory capital requirements, see Note 17 – Regulatory Matters in the accompanying notes to the consolidated financial statements included elsewhere in this report.

Critical Accounting Policies and Estimates

Certain of our accounting estimates are important to the portrayal of our financial condition, since they require management to make difficult, complex or subjective judgments, some of which may relate to matters that are inherently uncertain. Estimates are susceptible to material changes as a result of changes in facts and circumstances. Facts and circumstances which could affect these judgments include, but are not limited to, changes in interest rates, changes in the performance of the economy and changes in the financial condition of borrowers. Management believes that determining the allowance for credit losses on loans is a critical accounting estimate. Our accounting policies are discussed in detail in Note 1 – Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements included elsewhere in this report.

Allowance for Credit Losses on Loans. Management considers the policies related to the allowance for credit losses on loans to be critical to the financial statement presentation. The total allowance for credit losses on loans includes activity related to allowances calculated in accordance with Accounting Standards Codification (“ASC”) 326, Financial Instruments – Credit Losses. The allowance for credit losses is established through credit loss expense charged to current earnings. The amount maintained in the allowance reflects management’s continuing evaluation of the credit losses expected to be recognized over the life of the loans in our portfolio. The allowance for credit losses on loans is a valuation account that is deducted from the loans' amortized cost basis to present the net amount expected to be collected on the loans. Determining the appropriateness of the allowance is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the then existing loan portfolio, in light of the factors then prevailing, may result in significant changes in the allowance for credit losses in those future periods. We employ a disciplined process and methodology to establish our allowance for credit losses that has two basic components: first, an asset-specific component involving individual loans that do not share risk characteristics with other loans and the measurement of specific expected credit losses for such individual loans; and second, a general pooled component for estimated expected credit losses for pools of loans that share similar risk characteristics.

Generally, when a loan moves to nonaccrual status, it is removed from the collective pooled evaluation allowance methodology and is subject to individual evaluation. A specific reserve analysis is prepared for each loan and the net realizable value of the loan is determined. Factors contributing to the determination of specific reserves include the creditworthiness of the borrower, and more specifically, changes in the expected amount and timing of future receipt of principal and interest payments and/or in the value of pledged collateral. A reserve is recorded when the carrying amount of the loan exceeds the discounted estimated cash flows using the loan’s initial effective interest rate, when the carrying amount of the loan exceeds the determined loss rate, or the fair value of the collateral for certain collateral dependent loans.

For purposes of establishing the general reserve, we stratify the loan portfolio into homogeneous groups of loans that possess similar loss potential characteristics and calculate the net amount expected to be collected over the life of the loans to estimate the credit losses in the loan portfolio. The Company’s methodologies for estimating the allowance for credit losses consider available relevant information about the collectability of cash flows, including information about past events, current conditions, and reasonable and supportable forecasts.

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The Company uses the discounted cash flow (DCF) method to estimate ACL for the commercial real estate, construction, land development, land, 1-4 family residential, commercial (excluding liquid credit), and consumer loan pools. For all loan pools utilizing the DCF method, the Company utilizes and forecasts national unemployment as a loss driver. The Company also utilizes and forecasts either one-year percentage change in national retail sales (commercial real estate – non multifamily, commercial general, commercial agriculture, commercial asset-based lending, commercial equipment finance, consumer), one-year percentage change in the national home price index (1-4 family residential and construction, land development, land), or one-year percentage change in national gross domestic product (commercial real estate – multifamily) as a second loss driver depending on the nature of the underlying loan pool and how well that loss driver correlates to expected future losses. Consistent forecasts of the loss drivers are used across the loan segments. The Company also forecasts prepayments speeds for use in the DCF models with higher prepayment speeds resulting in lower required ACL levels and vice versa for shorter prepayment speeds. These assumed prepayment speeds are based upon our historical prepayment speeds by loan type adjusted for the expected impact of the current interest rate environment. Generally, the impact of these assumed prepayment speeds is lesser in magnitude than the aforementioned loss driver assumptions.

For all DCF models at December 31, 2025, the Company has determined that four quarters represents a reasonable and supportable forecast period and reverts back to a historical loss rate over eight quarters on a straight-line basis. The Company leverages economic projections from a reputable and independent third party to inform its loss driver forecasts over the four-quarter forecast period. Other internal and external indicators of economic forecasts are also considered by the Company when developing the forecast metrics. At December 31, 2025 as compared to December 31, 2024, the Company forecasted a modest increase in national unemployment and modest degradation in one-year percentage change in national retail sales, one-year percentage change in national home price index, and one-year percentage change in national gross domestic product. At December 31, 2025 for national unemployment, the Company projected a low percentage in the first quarter followed by a gradual rise in the following three quarters. For percentage change in national retail sales, the Company projected small increases in the first two projected quarters followed by a decline to negative levels over the last two projected quarters to a level below recent actual periods. For percentage change in national home price index, the Company projected a breakeven level in the first projected quarter followed by a steep drop to negative levels for the remaining three quarters with such negative levels peaking in the fourth projected quarter. For percentage change in national gross domestic product, management projected very low growth for the first two projected quarters with low levels of contraction for the final two projected quarters. At December 31, 2025, the Company used its historical prepayment speeds with minimal adjustment.

The Company uses a loss-rate method to estimate expected credit losses for the farmland, liquid credit, factored receivables, and mortgage warehouse loan pools. For each of these loan segments, the Company applies an expected loss ratio based on internal and peer historical losses adjusted as appropriate for qualitative factors. Qualitative loss factors are based on the Company's judgment of company, market, industry or business specific data, changes in underlying loan composition of specific portfolios, trends relating to credit quality, delinquency, non-performing and adversely rated loans, and reasonable and supportable forecasts of economic conditions. Loss factors used to calculate the required ACL on pools that use the loss-rate method reflect the forecasted economic conditions described above.

Estimating the timing and amounts of future losses through projected cash flows is subject to significant management judgment as these projected cash flows rely upon the estimates discussed above and factors that are reflective of current or future expected conditions. These estimates as well as estimates used under the loss-rate method, in turn, depend on the duration of current overall economic conditions, industry, borrower, or portfolio specific conditions. All of these estimates require significant management judgment and certain assumptions that are highly subjective. Volatility in certain credit metrics and differences between expected and actual outcomes are to be expected.

The provision for (reversal of) credit losses recorded through earnings, and reduced by the charge-off of loan amounts, net of recoveries, is the amount necessary to maintain the allowance for credit losses at the amount of expected credit losses inherent within the loans held for investment portfolio. The amount of expense and the corresponding level of allowance for credit losses for loans are based on our evaluation of the collectability of the loan portfolio based on historical loss experience, reasonable and supportable forecasts, and other significant qualitative and quantitative factors.

Refer to “Allowance for Credit Losses” above, Note 1 – Summary of Significant Accounting Policies, and Note 4 – Loans and Allowance for Credit Losses in the accompanying notes to the consolidated financial statements elsewhere in this report for further discussion of our estimation process and methodology related to the allowance for credit losses.

Adoption of New Accounting Standards

See Note 1 – Summary of Significant Accounting Policies in the accompanying notes to the consolidated financial statements included elsewhere in this report for details of recently issued accounting pronouncements and their expected impact on our consolidated financial statements.

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