VBTX Form 4: Huntington merger; 1.95 shares per VBTX share

Q: What was the transaction date recorded?

The earliest transaction date was 10/20/2025.

Veritex Holdings (VBTX) insider reports merger-related conversions.

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Rhea-AI Filing Summary

Veritex Holdings (VBTX) insider reports merger-related conversions. On 10/20/2025, Veritex merged into Huntington Bancshares, and the reporting officer’s Veritex holdings were disposed in connection with the closing.

Each Veritex common share converted into the right to receive 1.95 Huntington common shares. Outstanding RSUs were canceled and converted into Huntington shares using the same 1.95 exchange ratio, and PSUs were deemed to vest at target, then canceled and converted on the same basis. Following these transactions, the reporting officer reported 0 Veritex shares directly owned.

Insider Trade Summary

Disposition: 26,365 shares

Disposition 10 txns

Insider Donnelly Phil

Role SEVP, General Counsel

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units	863	$0.00	$0.00
Disposition	Restricted Stock Units	2,406	$0.00	$0.00
Disposition	Restricted Stock Units	3,297	$0.00	$0.00
Disposition	Performance Stock Units	1,307	$0.00	$0.00
Disposition	Performance Stock Units	1,307	$0.00	$0.00
Disposition	Performance Stock Units	3,153	$0.00	$0.00
Disposition	Performance Stock Units	3,153	$0.00	$0.00
Disposition	Performance Stock Units	2,518	$0.00	$0.00
Disposition	Performance Stock Units	2,519	$0.00	$0.00
Disposition	Common Stock	5,842	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Performance Stock Units — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (5)

F1. 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).
F2. 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).
F3. Each restricted stock unit represents a right to receive at settlement one share of common stock of the Company.
F4. 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.
F5. Pursuant to the terms of the Merger Agreement, each performance stock unit (PSU) previously granted by the Issuer outstanding immediately prior to the Effective Time was deemed to vest at target, 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 PSU immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did VBTX disclose on this Form 4?

An officer reported merger-related dispositions and conversions of Veritex equity into Huntington common stock on 10/20/2025.

What is the VBTX to Huntington exchange ratio?

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

How were RSUs treated in the VBTX-Huntington merger?

Each RSU was canceled and converted into Huntington common shares equal to the RSU share count multiplied by 1.95, less tax withholdings.

How were PSUs treated in the VBTX-Huntington merger?

Each PSU vested at target, then was canceled and converted into Huntington common shares using the 1.95 exchange ratio.

What is the officer’s VBTX ownership after the transactions?

The officer reported 0 Veritex common shares directly owned following the reported transactions.

What is the officer’s role at VBTX?

SEVP, General Counsel.

What was the transaction date recorded?

The earliest transaction date was 10/20/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 10/22/2025 - 06:46 PM EDT

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Donnelly Phil

(Last)

(First)

(Middle)

8214 WESTCHESTER DR. SUITE 800

(Street)

DALLAS

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SEVP, General Counsel

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/20/2025		D⁽¹⁾		5,842	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	10/20/2025		D⁽¹⁾			863	⁽⁴⁾	⁽⁴⁾	Common Stock	863	⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	10/20/2025		D⁽¹⁾			2,406	⁽⁴⁾	⁽⁴⁾	Common Stock	2,406	⁽⁴⁾	0	D
Restricted Stock Units	⁽³⁾	10/20/2025		D⁽¹⁾			3,297	⁽⁴⁾	⁽⁴⁾	Common Stock	3,297	⁽⁴⁾	0	D
Performance Stock Units	⁽⁵⁾	10/20/2025		D⁽¹⁾			1,307	⁽⁵⁾	⁽⁵⁾	Common Stock	1,307	⁽⁵⁾	0	D
Performance Stock Units	⁽⁵⁾	10/20/2025		D⁽¹⁾			1,307	⁽⁵⁾	⁽⁵⁾	Common Stock	1,307	⁽⁵⁾	0	D
Performance Stock Units	⁽⁵⁾	10/20/2025		D⁽¹⁾			3,153	⁽⁵⁾	⁽⁵⁾	Common Stock	3,153	⁽⁵⁾	0	D
Performance Stock Units	⁽⁵⁾	10/20/2025		D⁽¹⁾			3,153	⁽⁵⁾	⁽⁵⁾	Common Stock	3,153	⁽⁵⁾	0	D
Performance Stock Units	⁽⁵⁾	10/20/2025		D⁽¹⁾			2,518	⁽⁵⁾	⁽⁵⁾	Common Stock	2,518	⁽⁵⁾	0	D
Performance Stock Units	⁽⁵⁾	10/20/2025		D⁽¹⁾			2,519	⁽⁵⁾	⁽⁵⁾	Common Stock	2,519	⁽⁵⁾	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 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.

5. Pursuant to the terms of the Merger Agreement, each performance stock unit (PSU) previously granted by the Issuer outstanding immediately prior to the Effective Time was deemed to vest at target, 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 PSU immediately prior to the Effective Time, multiplied by (ii) 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR