VBTX insider reports 33,986-share disposition via Huntington merger

Rhea-AI Filing Summary

Veritex Holdings (VBTX) director reports merger-related share conversion. A Form 4 discloses that on October 20, 2025, Huntington Bancshares Incorporated acquired Veritex pursuant to a July 13, 2025 merger agreement. Each Veritex common share outstanding immediately before the effective time converted into the right to receive 1.95 Huntington common shares.

The reporting person showed a disposition of 33,986 Veritex common shares due to the merger mechanics. In addition, 3,128 restricted stock units were canceled at closing and converted into the right to receive Huntington shares based on the same 1.95 exchange ratio, less applicable tax withholdings. The filing reflects a stock-for-stock transaction tied to the merger terms rather than an open‑market trade.

Insights

M&A and Governance Analyst

Form 4 confirms stock-for-stock conversion at 1.95x on merger close.

The report documents completion mechanics of the Veritex–Huntington merger on October 20, 2025. Each VBTX share converted into the right to receive 1.95 Huntington (HBAN) shares, aligning with the merger agreement. The reported disposition of 33,986 common shares and cancellation of 3,128 RSUs reflect automatic conversion at closing.

This is administrative but clarifies consideration form and ratio. It indicates no open‑market activity by the insider; changes in holdings stem from the merger terms. Actual portfolio impact depends on receipt and settlement of HBAN shares per the agreement.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Morrison Gregory B

(Last) (First) (Middle)

C/O VERITEX HOLDINGS, INC.

8214 WESTCHESTER DRIVE, SUITE 800

(Street)

DALLAS TX 75225

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Veritex Holdings, Inc. [ VBTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/20/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/20/2025		D(1)		33,986	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(3)	10/20/2025		D(1)			3,128	(4)	(4)	Common Stock	3,128	(4)	0	D

Explanation of Responses:

1. On October 20, 2025, Huntington Bancshares Incorporated (Huntington) acquired the Issuer pursuant to the terms of that certain Agreement and Plan of Merger entered into by and between Huntington and the Issuer, dated as of July 13, 2025 (the Merger Agreement). Pursuant to the terms of the Merger Agreement, the Issuer merged with and into Huntington, with Huntington surviving such merger (the Merger).

2. Pursuant to the terms of the Merger Agreement, each share of Issuer common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the Merger (the Effective Time) converted into the right to receive 1.95 shares of Huntington common stock (the Merger Consideration).

3. Each restricted stock unit (RSU) represents a right to receive at settlement one share of common stock of the Company.

4. Pursuant to the terms of the Merger Agreement, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive (without interest) a number of shares of Huntington common stock equal to the product of (i) the number of shares of Issuer common stock subject to such RSU immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio (as defined below), less any applicable tax withholdings. The ratio of 1.95 shares of Huntington common stock for one share of Issuer common stock is referred to as the Exchange Ratio.

Remarks:

	/s/ C. Malcolm Holland, III, by power of attorney	10/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Veritex (VBTX) disclose in this Form 4?

It records merger-related dispositions and conversions as Huntington Bancshares acquired Veritex on October 20, 2025.

What was the exchange ratio for the VBTX–Huntington merger?

Each Veritex common share converted into the right to receive 1.95 Huntington shares.

How many VBTX shares did the reporting person dispose of?

The filing shows a disposition of 33,986 Veritex common shares due to the merger.

What happened to the reporting person’s VBTX RSUs?

3,128 RSUs were canceled and converted into the right to receive Huntington shares at the 1.95 ratio, less tax withholdings.

Was this an open-market transaction?

No. The changes reflect merger mechanics specified in the agreement, not a market sale or purchase.

Who acquired Veritex Holdings (VBTX)?

Huntington Bancshares Incorporated acquired Veritex pursuant to a merger agreement dated July 13, 2025.