[144] Compass, Inc. SEC Filing

Rhea-AI Filing Summary

Veritex Holdings, Inc. (VBTX) has filed a Form S-8 to register up to 1,650,000 additional shares of its $0.01 par value common stock for issuance under employee equity plans. The filing covers (i) 750,000 shares tied to outstanding awards granted under the shareholder-approved 2022 Amended and Restated Omnibus Incentive Plan and (ii) 900,000 newly authorized shares available under the recently approved 2025 Amended and Restated Omnibus Incentive Plan.

The 2025 Plan, adopted by the board on 25 Apr 2025 and ratified by shareholders on 27 May 2025, amends and restates the 2022 Plan and further expands the company’s long-term incentive capacity. Earlier plans included the 2014 Plan (1 million shares) and the 2019 Plan (1.5 million shares).

No proceeds flow directly to the company at the time of registration; actual cash inflow, if any, will occur upon option exercise or settlement of awards for cash. The filing reiterates Texas law–based indemnification provisions for directors and officers and lists customary undertakings required by the Securities Act.

For investors, the key consideration is the potential dilution from issuing up to 1.65 million additional shares, offset by the strategic objective of aligning management and employee incentives with shareholder interests. The impact magnitude will depend on Veritex’s total shares outstanding and the pace at which awards vest or are exercised.

Insights

Financial Analyst

TL;DR – Registers 1.65 M new shares; modest dilution risk, neutral cash impact.

The S-8 adds 1.65 million shares to Veritex’s equity incentive pool, continuing a pattern of periodic increases (2014, 2019, 2022, 2025). While employee stock programs can enhance retention and performance alignment, investors should monitor share-count growth: every incremental share issuance dilutes existing holdings and can weigh on EPS metrics. Because S-8s do not create immediate cash inflows, the near-term financial statement impact is limited to non-cash compensation expense already recognized under ASC 718. Without data on current shares outstanding, materiality of dilution cannot yet be quantified; therefore overall impact is viewed as neutral until further disclosure.

Corporate Governance Specialist

TL;DR – Shareholder-approved plan extension; governance process followed, risk of dilution persists.

Board and shareholders have properly authorized the 2025 Plan, reflecting sound governance. Expanding the share pool by 900 k shares signals continued reliance on equity compensation to attract talent in a competitive banking market. However, cumulative authorizations since 2014 now exceed 5 million shares, raising dilution and pay-for-performance scrutiny. Investors may push for tighter burn-rate controls and clearer performance-vesting criteria in future proxy materials.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	J.P. Morgan Securities LLC 390 Madison Avenue, 6th Floor New York NY 10017	47766	299970	521246363	07/01/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	08/19/2021	Distribution from The RR1 Trust	The RR1 Trust (CSA-625)			15366	08/19/2021	N/A
Class A Common Stock	08/19/2021	Distribution from The RR1 Trust	The RR1 Trust (CSA-699)			165000	08/19/2021	N/A
Class A Common Stock	08/19/2021	Distribution from The RR1 Trust	The RR1 Trust (CSA-697)			201750	08/19/2021	N/A

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
The RR1 WY Trust C/o Compass, Inc. 110 Fifth Avenue, 4th Floor New York NY 10011	Class A Common Stock	05/01/2025	15922	125594
The RR1 WY Trust C/o Compass, Inc. 110 Fifth Avenue, 4th Floor New York NY 10011	Class A Common Stock	06/02/2025	15922	93368
The RR3 WY Trust C/o Compass, Inc. 110 Fifth Avenue, 4th Floor New York NY 10011	Class A Common Stock	05/01/2025	24099	190095
The RR3 WY Trust C/o Compass, Inc. 110 Fifth Avenue, 4th Floor New York NY 10011	Class A Common Stock	06/02/2025	24099	141318
The ER WY Trust C/o Compass, Inc. 110 Fifth Avenue, 4th Floor New York NY 10011	Class A Common Stock	05/01/2025	7859	61992
The ER WY Trust C/o Compass, Inc. 110 Fifth Avenue, 4th Floor New York NY 10011	Class A Common Stock	06/02/2025	7859	46086

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How many new VBTX shares are being registered in the 2025 Form S-8?

The filing registers 1,650,000 shares in total—750,000 tied to the 2022 Plan’s outstanding awards and 900,000 newly authorized under the 2025 Plan.

When did shareholders approve Veritex’s 2025 Omnibus Incentive Plan?

Shareholders approved the 2025 Plan on May 27, 2025.

Does the S-8 filing provide immediate funding to Veritex Holdings?

No. An S-8 only registers shares; cash is received later if employees exercise options for cash.

What earlier plans does the 2025 Plan amend and replace?

It amends and restates the 2022 Amended and Restated Omnibus Incentive Plan, which itself succeeded the 2019 and 2014 plans.

Why should investors monitor equity incentive plan enlargements?

Additional share authorizations can dilute existing holdings and impact per-share metrics such as EPS and book value.