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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported):
October 3, 2025
VERITEX HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)
| Texas |
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001-36682 |
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27-0973566 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer
Identification Number) |
8214 Westchester Drive, Suite 800
Dallas, Texas 75225
(Address of principal executive offices)
(972) 349-6200
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class |
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Trading Symbol |
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Name of each exchange on which registered |
| Common Stock, par value $0.01 per share |
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VBTX |
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Nasdaq Global Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On October 3, 2025, Huntington Bancshares Incorporated (“Huntington”)
and Veritex Holdings, Inc. (“Veritex”) issued a joint press release announcing that Huntington received regulatory approval
from the Board of Governors of the Federal Reserve System and the Office of the Comptroller of the Currency with respect to the previously
announced merger of Veritex with and into Huntington, with Huntington continuing as the surviving corporation, pursuant to the Agreement
and Plan of Merger (the “Merger Agreement”), dated as of July 13, 2025, by and between Veritex and Huntington, and the merger
of Veritex’s wholly owned banking subsidiary, Veritex Community Bank, with and into Huntington’s wholly owned banking subsidiary,
The Huntington National Bank (the “Bank Merger,” and together with the Merger, the “Mergers”).
All required regulatory approvals to
complete the Mergers have now been received. The closing of the Mergers is expected to occur on October 20, 2025, subject to the
satisfaction or waiver of the remaining customary closing conditions set forth in the Merger Agreement. Veritex shareholder approval was
received at the Veritex special meeting of shareholders on September 22, 2025.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This communication may contain certain forward-looking
statements, including, but not limited to, certain plans, expectations, goals, projections, and statements about the benefits of the proposed
transaction, the plans, objectives, expectations and intentions of Veritex and Huntington, the expected timing of completion of the transaction,
and other statements that are not historical facts and are subject to numerous assumptions, risks, and uncertainties that are beyond the
control of Veritex and Huntington. Such statements are subject to numerous assumptions, risks, estimates, uncertainties and other important
factors that change over time and could cause actual results to differ materially from any results, performance, or events expressed or
implied by such forward-looking statements, including as a result of the factors referenced below. Statements that do not describe historical
or current facts, including statements about beliefs and expectations, are forward-looking statements. Forward-looking statements may
be identified by words such as expect, anticipate, continue, believe, intend, estimate, plan, trend, objective, target, goal, or similar
expressions, or future or conditional verbs such as will, may, might, should, would, could, or similar variations. The forward-looking
statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E
of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995.
Veritex and Huntington caution that the forward-looking
statements in this communication are not guarantees of future performance and involve a number of known and unknown risks, uncertainties
and assumptions that are difficult to assess and are subject to change based on factors which are, in many instances, beyond Veritex’s
and Huntington’s control. While there is no assurance that any list of risks and uncertainties or risk factors is complete, below
are certain factors which could cause actual results to differ materially from those contained or implied in the forward-looking statements
or historical performance: changes in general economic, political, or industry conditions; deterioration in business and economic conditions,
including persistent inflation, supply chain issues or labor shortages, instability in global economic conditions and geopolitical matters,
as well as volatility in financial markets; changes in U.S. trade policies, including the imposition of tariffs and retaliatory tariffs;
the impact of pandemics and other catastrophic events or disasters on the global economy and financial market conditions and our business,
results of operations, and financial condition; the impacts related to or resulting from bank failures and other volatility, including
potential increased regulatory requirements and costs, such as FDIC special assessments, long-term debt requirements and heightened capital
requirements, and potential impacts to macroeconomic conditions, which could affect the ability of depository institutions, including
us, to attract and retain depositors and to borrow or raise capital; unexpected outflows of uninsured deposits which may require us to
sell investment securities at a loss; changing interest rates which could negatively impact the value of our portfolio of investment securities;
the loss of value of our investment portfolio which could negatively impact market perceptions of us and could lead to deposit withdrawals;
the effects of social media on market perceptions of us and banks generally; cybersecurity risks; uncertainty in U.S. fiscal and monetary
policy, including the interest rate policies of the Federal Reserve; volatility and disruptions in global capital, foreign exchange and
credit markets; movements in interest rates; competitive pressures on product pricing and services; success, impact, and timing of our
business strategies, including market acceptance of any new products or services including those implementing our “Fair Play”
banking philosophy; changes in policies and standards for regulatory review of bank mergers; the nature, extent, timing, and results of
governmental actions, examinations, reviews, reforms, regulations, and interpretations, including those related to the Dodd-Frank Wall
Street Reform and Consumer Protection Act and the Basel III regulatory capital reforms, as well as those involving the SEC, OCC, Federal
Reserve, FDIC, CFPB and state-level regulators; the occurrence of any event, change or other circumstances that could give rise to the
right of one or both of the parties to terminate the merger agreement between Veritex and Huntington; the outcome of any legal proceedings
that may be instituted against Veritex and Huntington; delays in completing the transaction; the failure to satisfy any conditions to
the transaction on a timely basis or at all; the possibility that the anticipated benefits of the transaction are not realized when expected
or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the
strength of the economy and competitive factors in the areas where Veritex and Huntington do business; the possibility that the transaction
may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s
attention from ongoing business operations and opportunities; potential adverse reactions or changes to business, customer or employee
relationships, including those resulting from the announcement or completion of the transaction; the ability to complete the transaction
and integration of Veritex and Huntington successfully; the dilution caused by Huntington’s issuance of additional shares of its
capital stock in connection with the transaction; and other factors that may affect the future results of Veritex and Huntington. Additional
factors that could cause results to differ materially from those described above can be found in Veritex’s Annual Report on Form
10-K for the year ended December 31, 2024 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarters ended March
31, 2025 and June 30, 2025, each of which is on file with the SEC and available on Veritex’s investor relations website, ir.veritexbank.com,
under the heading “Financials” and in other documents Veritex files with the SEC, and in Huntington’s Annual Report
on Form 10-K for the year ended December 31, 2024 and in its subsequent Quarterly Reports on Form 10-Q, including for the quarters ended
March 31, 2025 and June 30, 2025, each of which is on file with the Securities and Exchange Commission (the “SEC”) and available
in the “Investor Relations” section of Huntington’s website, http://www.huntington.com, under the heading “Investor
Relations” and in other documents Huntington files with the SEC.
All forward-looking statements are expressly qualified
in their entirety by the cautionary statements set forth above. Forward-looking statements speak only as of the date they are made and
are based on information available at that time. Neither Veritex nor Huntington assume any obligation to update forward-looking statements
to reflect actual results, new information or future events, changes in assumptions or changes in circumstances or other factors affecting
forward-looking statements that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated
events except as required by federal securities laws. If Veritex or Huntington update one or more forward-looking statements, no inference
should be drawn that Veritex or Huntington will make additional updates with respect to those or other forward-looking statements. As
forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on
such statements.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit
No. |
Description |
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| 99.1 |
Press Release of Veritex Holdings, Inc. and Huntington Bancshares Incorporated, dated October 3, 2025 |
| 104 |
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Veritex Holdings, Inc. |
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By: |
/s/ C. Malcolm Holland, III |
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C. Malcolm Holland, III |
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Chairman and Chief Executive Officer |
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Date: |
October 3, 2025 |
