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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 2,278 | $0.00 | -- |
| Disposition | Restricted Stock Units | 3,500 | $0.00 | -- |
| Disposition | Restricted Stock Units | 3,572 | $0.00 | -- |
| Disposition | Performance Stock Units | 2,728 | $0.00 | -- |
| Disposition | Performance Stock Units | 2,729 | $0.00 | -- |
| Disposition | Common Stock | 710 | $0.00 | -- |
| Exercise | Restricted Stock Units | 1,139 | $0.00 | -- |
| Exercise | Common Stock | 1,139 | $0.00 | -- |
| Tax Withholding | Common Stock | 429 | $26.12 | $11K |
Footnotes (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). 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). Each restricted stock unit represents a right to receive at settlement one share of common stock of the Company. 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 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. 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.
