Triumph Financial, Inc.

    TFIN ·NYSE ·State Commercial Banks ·Inc. in TX
    Other securities: TFIN$preferred
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    data from SEC XBRL filings. Values are as-reported; restatements supersede originals.

    From 10-Q filed 2026-04-21 (period ending 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 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.

    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,
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    $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.
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    Transportation Update
    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. Because of this, we consider transportation revenue growth to be a key performance indicator for the Company. We generally measure transportation revenue growth on a linked quarter and a year-over-year timeframe. The table below illustrates such growth and further details around the calculation of revenue at each segment can be found in the tables within the Operating Segment Results section of Management's Discussion and Analysis of Financial Condition and Results of Operations.

    Three Months EndedLinked QuarterYear over Year
    (Dollars in thousands)March 31,
    2026
    December 31,
    2025
    March 31,
    2025
    $ Change% Change$ Change% Change
    Transportation Revenue
    Factoring revenue$41,773 $41,934 $35,961 $(161)(0.4)%$5,812 16.2 %
    Intersegment noninterest income(911)(911)(911)— — %— — %
    Factoring revenue excluding intersegment noninterest income$40,862 $41,023 $35,050 $(161)(0.4)%$5,812 16.6 %
    Payments revenue$19,104 $18,628 $15,184 $476 2.6 %$3,920 25.8 %
    Intersegment noninterest income(287)(290)(372)(1.0)%85 (22.8)%
    Payments revenue excluding intersegment noninterest income$18,817 $18,338 $14,812 $479 2.6 %$4,005 27.0 %
    Intelligence revenue$2,397 $2,347 $395 $50 2.1 %$2,002 506.8 %
    Transportation revenue$62,076 $61,708 $50,257 $368 0.6 %$11,819 23.5 %
    Our transportation revenues, particularly in our factoring and payments segments, are highly correlated to fluctuations 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 was a combination of falling volumes and excess capacity. Throughout those years, 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 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 resulted in persistently low invoice prices and decreased prices of new and used equipment in recent years. Beginning in the fourth quarter of 2025 and continuing through the first quarter of 2026, capacity dynamics have begun to shift as increased CDL enforcement for non-domiciled drivers and heightened focus on English proficiency requirements reduced the effective supply of available drivers. This tightening in capacity began to rebalance the freight market, contributing to improved freight availability and rising spot rates. Over the same period, diesel prices also increased, driven primarily by higher crude oil prices and refinery constraints resulting in spot rates and fuel level reaching highs not seen in several years and driving improved revenue performance in our factoring segment.
    Over the past several quarters, prices of new and used equipment have remained steady which, over time, has improved the position of our current equipment finance borrowers, resulting in decreased equipment finance delinquencies and loan modifications. Equipment finance losses have been manageable to date.
    Payments segment revenue growth generally has three drivers: winning new relationships, deepening existing relationships, and value-based pricing. Value-based pricing was the largest growth driver in payments revenue during the first quarter of 2026, but we also brought on and ramped up several new relationships while deepening relationships with others through our cross-selling efforts. Further, as fees are generally charged on a per invoice processed basis, an increase in payment invoices processed also drove an increase in Payments segment revenue.
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    Financial Highlights
    Three Months Ended March 31,
    (Dollars in thousands, except per share amounts)20262025
    Income Statement Data:
    Interest income$102,755 $102,270 
    Interest expense16,661 17,887 
    Net interest income86,094 84,383 
    Credit loss expense (benefit)(607)1,330 
    Net interest income after credit loss expense (benefit)86,701 83,053 
    Noninterest income19,707 17,190 
    Noninterest expense98,261 100,173 
    Net income (loss) before income taxes8,147 70 
    Income tax expense (benefit)1,792 53 
    Net income (loss)$6,355 $17 
    Dividends on preferred stock(801)(801)
    Net income available (loss) to common stockholders$5,554 $(784)
    Per Share Data:
    Basic earnings (loss) per common share$0.23 $(0.03)
    Diluted earnings (loss) per common share$0.23 $(0.03)
    Weighted average shares outstanding - basic23,787,051 23,362,400 
    Weighted average shares outstanding - diluted24,036,155 23,362,400 
    Performance ratios - Annualized:
    Return on average assets0.39 %— %
    Return on average total equity2.71 %0.01 %
    Return on average common equity2.48 %(0.37)%
    Return on average tangible common equity (1)
    4.46 %(0.53)%
    Yield on loans7.72 %8.37 %
    Cost of interest bearing deposits2.07 %2.14 %
    Cost of total deposits1.07 %1.23 %
    Cost of total funds1.22 %1.45 %
    Net interest margin6.06 %6.49 %
    Net noninterest expense to average assets4.85 %5.61 %
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    (Dollars in thousands, except per share amounts)March 31,
    2026
    December 31,
    2025
    Balance Sheet Data:
    Total assets$6,876,715 $6,380,588 
    Cash and cash equivalents581,939 248,471 
    Investment securities345,152 370,415 
    Loans held for investment, net5,154,982 4,954,796 
    Total liabilities5,926,000 5,438,817 
    Noninterest bearing deposits3,042,210 1,901,638 
    Interest bearing deposits2,657,729 3,048,578 
    FHLB advances30,000 280,000 
    Subordinated notes69,929 69,879 
    Junior subordinated debentures43,154 42,991 
    Total stockholders’ equity950,715 941,771 
    Preferred stockholders' equity45,000 45,000 
    Common stockholders' equity905,715 896,771 
    Per Share Data:
    Book value per share$38.05 $37.73 
    Tangible book value per share (1)
    $21.21 $20.77 
    Shares outstanding end of period23,806,253 23,765,385 
    Asset Quality ratios(2):
    Past due to total loans2.35 %2.72 %
    Nonperforming loans to total loans1.77 %1.15 %
    Nonperforming assets to total assets1.53 %1.10 %
    ACL to nonperforming loans37.15 %63.44 %
    ACL to total loans0.66 %0.73 %
    Net charge-offs to average loans(3)
    0.04 %0.38 %
    Capital ratios:
    Tier 1 capital to average assets9.90 %9.86 %
    Tier 1 capital to risk-weighted assets10.68 %10.74 %
    Common equity Tier 1 capital to risk-weighted assets9.14 %9.16 %
    Total capital to risk-weighted assets12.56 %12.71 %
    Total stockholders' equity to total assets13.83 %14.76 %
    Tangible common stockholders' equity ratio (1)
    7.80 %8.26 %
    (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:
    "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.
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    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.
    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, except for non-performing assets to total assets.
    (3)Net charge-offs to average loans ratios are for the three months ended March 31, 2026 and the year ended December 31, 2025.
    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:
    Three Months Ended March 31,
    (Dollars in thousands, except per share amounts)20262025
    Average total stockholders' equity$952,477 $902,260 
    Average preferred stock liquidation preference(45,000)(45,000)
    Average total common stockholders' equity907,477 857,260 
    Average goodwill and other intangibles(402,158)(257,399)
    Average tangible common equity$505,319 $599,861 
    Net income available to common stockholders$5,554 $(784)
    Average tangible common equity505,319 599,861 
    Return on average tangible common equity4.46 %(0.53)%
    Net noninterest expense to average assets ratio:
    Total noninterest expense$98,261 $100,173 
    Total noninterest income19,707 17,190 
    Net noninterest expenses$78,554 $82,983 
    Average total assets$6,573,075 $5,994,040 
    Net noninterest expense to average assets ratio4.85 %5.61 %
    (Dollars in thousands, except per share amounts)March 31,
    2026
    December 31,
    2025
    Total stockholders' equity$950,715 $941,771 
    Preferred stock liquidation preference(45,000)

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    Next expected filings

    • ~2026-07-15 10-Q expected by 2026-08-06 (in 75 days)
    • ~2026-10-14 10-Q expected by 2026-11-05 (in 166 days)
    • ~2027-02-10 10-K expected by 2027-02-26 (in 285 days)
    • ~2027-04-20 10-Q expected by 2027-05-12 (in 354 days)

    Predicted from historical filing cadence; not an SEC commitment.

    Recent SEC filings

    • 2026-04-21 8-K Earnings Release; Financial Statements and Exhibits
    • 2026-04-21 10-Q Quarterly Report
    • 2026-02-27 8-K Other Events; Financial Statements and Exhibits
    • 2026-02-11 10-K Annual Report
    • 2026-01-26 8-K Earnings Release; Financial Statements and Exhibits
    • 2025-11-28 8-K Other Events; Financial Statements and Exhibits
    • 2025-10-15 10-Q Quarterly Report
    • 2025-10-15 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2025-09-11 8-K Other Events; Financial Statements and Exhibits
    • 2025-08-29 8-K Other Events; Financial Statements and Exhibits
    • 2025-08-21 8-K Other Events; Financial Statements and Exhibits
    • 2025-08-08 8-K Delisting Notice; Regulation FD Disclosure; Financial Statements and Exhibits
    • 2025-07-30 8-K Officer/Director Change; Financial Statements and Exhibits
    • 2025-07-16 10-Q Quarterly Report
    • 2025-07-16 8-K Earnings Release; Regulation FD Disclosure; Financial Statements and Exhibits