Veritex Form 4: Holland nets $6.1M from 189k-share insider sale

Rhea-AI Filing Summary

Veritex Holdings (VBTX) — Form 4 filed 07/24/2025

Chairman/CEO C. Malcolm Holland III exercised six option tranches for 189,404 shares at strike prices of $16.21-$29.13 and sold an identical number of common shares on 07/22-07/23/2025 at weighted-average prices of ~$32.24-$32.50. The transactions generated approximately $6.1 million in gross proceeds against an estimated $4.6 million in exercise costs, creating a pre-tax spread near $1.5 million.

After the sales, Holland’s direct ownership fell from 358,150 to 294,508 shares (-18%), and he continues to hold 5,750 shares indirectly through The Holland III FLP. All options involved are now fully exercised, reducing outstanding derivative exposure and removing grants that would have expired between 2026 and 2030.

Positive

• Option overhang cleared: six grants fully exercised, reducing future dilution risk.
• CEO still holds 294,508 shares plus 5,750 indirectly, maintaining significant insider alignment.

Negative

• Large insider sale: 189,404 shares (~18% of direct holdings) sold for ~$6.1 M, potentially bearish signal.
• Reduced insider ownership could weaken perceived management commitment to long-term share appreciation.

Insights

Securities Analyst

TL;DR: CEO sold 18% of direct stake, raising ~$6 M; marginally negative sentiment.

The simultaneous option exercise and sale signals monetisation rather than portfolio expansion. Although Holland retains nearly 300 k shares, the reduction curtails insider ownership at a time when investors monitor bank leadership alignment amid credit-cycle uncertainty. Cashless exercises eliminate potential dilution, but the scale of selling—roughly eight days’ average trading volume—could pressure near-term sentiment. No new options were granted, leaving management incentives more dependent on existing equity.

Corporate Governance Expert

TL;DR: Routine option expiry management, yet notable volume merits attention.

The filing complies with Section 16 and shows orderly disclosure. Exercising before expiry removes expired options from the overhang. However, the immediate disposition of all acquired shares suggests liquidity needs rather than long-term conviction. Stakeholders should watch for further sales that might reduce the CEO’s influence or signal strategic shifts, though current holdings remain substantial.

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

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

1. Name and Address of Reporting Person^*

Holland C Malcolm III

(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
X	Officer (give title below)		Other (specify below)
	Chairman, CEO, President

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

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	07/22/2025		M		12,379	A	$16.21	306,887	D
Common Stock	07/22/2025		S		12,379	D	$32.2475(1)	294,508	D
Common Stock	07/22/2025		M		9,375	A	$26.71	303,883	D
Common Stock	07/22/2025		S		9,375	D	$32.3	294,508	D
Common Stock	07/22/2025		M		14,496	A	$27.59	309,004	D
Common Stock	07/22/2025		S		14,496	D	$32.2626(2)	294,508	D
Common Stock	07/22/2025		M		39,512	A	$21.38	334,020	D
Common Stock	07/22/2025		S		39,512	D	$32.2484(3)	294,508	D
Common Stock	07/22/2025		M		50,000	A	$21.38	344,508	D
Common Stock	07/22/2025		S		50,000	D	$32.2673(4)	294,508	D
Common Stock	07/23/2025		M		63,642	A	$29.13	358,150	D
Common Stock	07/23/2025		S		63,642	D	$32.5	294,508	D
Common Stock								5,750	I	By The Holland III FLP

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
Employee Stock Option (right to buy)	$16.21	07/22/2025		M			12,379	(5)	01/01/2026	Common Stock	12,379	$16.21	0	D
Employee Stock Option (right to buy)	$26.71	07/22/2025		M			9,375	(5)	01/01/2027	Common Stock	9,375	$26.71	0	D
Employee Stock Option (right to buy)	$27.59	07/22/2025		M			14,496	(6)	01/01/2028	Common Stock	14,496	$27.59	0	D
Employee Stock Option (right to buy)	$21.38	07/22/2025		M			39,512	(5)	01/01/2029	Common Stock	39,512	$21.38	0	D
Employee Stock Option (right to buy)	$21.38	07/22/2025		M			50,000	(5)	01/01/2029	Common Stock	50,000	$21.38	0	D
Employee Stock Option (right to buy)	$29.13	07/23/2025		M			63,642	(5)	01/01/2030	Common Stock	63,642	$29.13	0	D

Explanation of Responses:

1. Reflects the weighted average sales price for the reported transactions. The shares were sold in multiple transactions at prices ranging from $32.24 to $32.26, inclusive.

2. Reflects the weighted average sales price for the reported transactions. The shares were sold in multiple transactions at prices ranging from $32.26 to $32.29, inclusive.

3. Reflects the weighted average sales price for the reported transactions. The shares were sold in multiple transactions at prices ranging from $32.24 to $32.30, inclusive.

4. Reflects the weighted average sales price for the reported transactions. The shares were sold in multiple transactions at prices ranging from $32.25 to $32.31, inclusive.

5. Grant has a graded vesting schedule. Date exercisable will vary for each vesting tranche.

6. Grant vest on January 1, 2019.

Remarks:

	/s/ C. Malcolm Holland	07/24/2025
	** 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.

FAQ

How many Veritex (VBTX) shares did the CEO sell in July 2025?

C. Malcolm Holland III sold 189,404 shares on 07/22-07/23/2025.

What prices did the VBTX shares sell for?

Weighted-average sale prices ranged from $32.24 to $32.50 per share.

How many VBTX shares does the CEO still own after the transactions?

He directly owns 294,508 shares and indirectly holds 5,750 shares.

Were any stock options left outstanding after the filing?

No. All options reported were fully exercised, leaving a zero balance for those grants.

What was the approximate gross cash generated from the share sales?

The sales generated roughly $6.1 million in gross proceeds.