VBTX officer logs RSU vesting, tax withholding, and merger conversion

Rhea-AI Filing Summary

Veritex Holdings (VBTX) Form 4: The Interim Chief Credit Officer reported equity transactions tied to a completed merger with Huntington Bancshares. On 02/03/2025, 1,139 restricted stock units vested and settled into common stock, with 429 shares withheld for taxes at $26.12, leaving 710 shares beneficially owned. On 10/20/2025, those 710 shares were disposed of pursuant to the merger.

Per the merger terms, each Veritex common share converted into the right to receive 1.95 Huntington shares. Outstanding RSUs and PSUs were canceled at closing and converted into Huntington shares based on the same 1.95 exchange ratio, consistent with target treatment for PSUs.

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Equity compensation & M&A specialist

Officer’s awards converted at a 1.95 exchange ratio upon merger.

The filing shows routine equity events and merger mechanics. On 02/03/2025, 1,139 RSUs settled into shares, and 429 shares were withheld for taxes at $26.12, leaving 710 shares. On 10/20/2025, those 710 shares were disposed in connection with Huntington’s acquisition.

Under the agreement, each Veritex share converted into 1.95 Huntington shares. RSUs and PSUs were canceled and converted into Huntington shares using the same 1.95 ratio, with PSUs deemed to vest at target. This reflects standard merger treatment of equity awards.

Key mechanics are now fixed by the closing on 10/20/2025. Subsequent disclosures from Huntington may detail post-conversion holdings and settlement, but this excerpt confines itself to the reported officer’s transactions.

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^*

Anderson Curtis L

(Last) (First) (Middle)

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2025

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	02/03/2025		M		1,139	A	$0	1,139	D
Common Stock	02/03/2025		F		429	D	$26.12	710	D
Common Stock	10/20/2025		D(1)		710	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 Units	(3)	02/03/2025		M			1,139	(4)	(4)	Common Stock	1,139	$0	2,278	D
Restricted Stock Units	(3)	10/20/2025		D(1)			2,278	(5)	(5)	Common Stock	2,278	(5)	0	D
Restricted Stock Units	(3)	10/20/2025		D(1)			3,500	(5)	(5)	Common Stock	3,500	(5)	0	D
Restricted Stock Units	(3)	10/20/2025		D(1)			3,572	(5)	(5)	Common Stock	3,572	(5)	0	D
Performance Stock Units	(6)	10/20/2025		D(1)			2,728	(6)	(6)	Common Stock	2,728	(6)	0	D
Performance Stock Units	(6)	10/20/2025		D(1)			2,729	(6)	(6)	Common Stock	2,729	(6)	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. The restricted stock units are subject to graded vesting over three years with vesting dates of February 1, 2025, February 1, 2026 and February 1, 2027

5. 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.

6. 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.
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FAQ

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

An officer reported RSU vesting on 02/03/2025, tax withholding at $26.12, and merger-related disposal of 710 shares on 10/20/2025.

What was the merger exchange ratio for Veritex shares?

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

How were Veritex RSUs and PSUs treated at closing?

All RSUs were canceled and converted into Huntington shares at 1.95 per Veritex share; PSUs vested at target and were converted at the same ratio.

How many shares were withheld for taxes on settlement?

The filing reports 429 shares withheld for taxes at a price of $26.12.

How many shares did the officer dispose of in the merger?

The officer disposed of 710 Veritex common shares on 10/20/2025 in connection with the merger.