SCHEDULE TO
This Amendment No. 2 amends and supplements the Tender Offer Statement on Schedule TO originally filed with the United States Securities
and Exchange Commission by Triumph Financial, Inc. (f/k/a Triumph Bancorp, Inc.), a Texas corporation (the Company), on November 7, 2022 (together with all subsequent amendments and supplements thereto, the Schedule TO),
in connection with the Companys offer to purchase for cash up to $100,000,000 of its common stock, $0.01 par value per share, at a price per share of not less than $51.00 and not more than $58.00 in cash, without interest and subject to any
applicable withholding taxes.
Only those items amended or supplemented are reported in this Amendment No. 2. Except as
specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 2 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 2
together with the Schedule TO, the Offer to Purchase, dated November 7, 2022, and the related Letter of Transmittal, as each may be amended or supplemented from time to time.
Item 2. Subject Company Information.
Item 2(a) is hereby amended and supplemented as follows
(a) On December 1, 2022, the issuer changed its name from Triumph Bancorp, Inc. to Triumph Financial, Inc.
Item 11. Additional Information.
Item 11 is hereby amended and supplemented as follows:
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On December 7, 2022, Triumph Financial, Inc. issued a press release announcing the preliminary results of
the tender offer, which expired at 12:00 midnight, New York City time, at the end of the day on December 6, 2022. A copy of such press release is filed as Exhibit (a)(5)(ii) to this Schedule TO and is incorporated herein by
reference. |
Item 12. Exhibits
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:
(a)(5)(ii) Press release announcing preliminary results of the tender offer, dated December 7, 2022.