Veritex CEO sells 189,404 shares after exercising options

Veritex Holdings, Inc. Chairman, CEO and President Malcolm Holland III reported exercising employee stock options for 189,404 shares of common stock on July 22–23, 2025, at strike prices ranging from $16.21 to $29.13 per share.

Rhea-AI Filing Summary

Veritex Holdings, Inc. Chairman, CEO and President Malcolm Holland III reported exercising employee stock options for 189,404 shares of common stock on July 22–23, 2025, at strike prices ranging from $16.21 to $29.13 per share. He then sold 189,404 common shares in open-market transactions at prices in the low $32 range per share, with some prices disclosed as weighted averages over multiple trades.

After these transactions, Holland holds 294,508 common shares directly and has indirect ownership of 5,750 shares held by The Holland III FLP.

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.

Insider Trade Summary

Exercise and Sale: 189,404 shares ($1.51M approx. pre-tax spread)

Exercise and Sale 19 txns

Insider Holland C Malcolm III

Role Chairman, CEO, President

Sold 189,404 shs ($6.13M)

Approx. gross sale proceeds $6.13M

Approx. exercise cost $4.62M

Approx. pre-tax spread $1.51M

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	63,642	$29.13	$1.85M
Exercise	Common Stock	63,642	$29.13	$1.85M
Sale	Common Stock	63,642	$32.50	$2.07M
Exercise	Employee Stock Option (right to buy)	12,379	$16.21	$201K
Exercise	Employee Stock Option (right to buy)	9,375	$26.71	$250K
Exercise	Employee Stock Option (right to buy)	14,496	$27.59	$400K
Exercise	Employee Stock Option (right to buy)	39,512	$21.38	$845K
Exercise	Employee Stock Option (right to buy)	50,000	$21.38	$1.07M
Exercise	Common Stock	12,379	$16.21	$201K
Sale	Common Stock	12,379	$32.2475	$399K
Exercise	Common Stock	9,375	$26.71	$250K
Sale	Common Stock	9,375	$32.30	$303K
Exercise	Common Stock	14,496	$27.59	$400K
Sale	Common Stock	14,496	$32.2626	$468K
Exercise	Common Stock	39,512	$21.38	$845K
Sale	Common Stock	39,512	$32.2484	$1.27M
Exercise	Common Stock	50,000	$21.38	$1.07M
Sale	Common Stock	50,000	$32.2673	$1.61M
holding	Common Stock	--	--	--

Holdings After Transaction: Employee Stock Option (right to buy) — 0 contracts (Direct); Common Stock — 294,508 shares (Direct); Common Stock — 5,750 shares (Indirect, By The Holland III FLP)

Footnotes (6)

1. F1. 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. F2. 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. F3. 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. F4. 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. F5. Grant has a graded vesting schedule. Date exercisable will vary for each vesting tranche.
6. F6. Grant vest on January 1, 2019.

Key Figures

Options exercised: 189,404 shares Shares sold: 189,404 shares Strike price: $29.13 per share +5 more

8 metrics

Options exercised 189,404 shares Total Veritex common shares issued from option exercises on July 22–23, 2025

Shares sold 189,404 shares Total Veritex common shares sold in reported open-market transactions on July 22–23, 2025

Strike price $29.13 per share Exercise price for 63,642 employee stock options expiring 2030-01-01

Strike price $16.21 per share Exercise price for 12,379 employee stock options expiring 2026-01-01

Strike price $21.38 per share Exercise price for 39,512 and 50,000 employee stock options expiring 2029-01-01

Sale price $32.50 per share Reported price for sale of 63,642 Veritex common shares on 2025-07-23

Direct holdings 294,508 shares Veritex common shares held directly by Malcolm Holland III after these transactions

Indirect holdings 5,750 shares Veritex common shares held indirectly through The Holland III FLP

Key Terms

Employee Stock Option (right to buy), graded vesting schedule, weighted average sales price, indirect ownership

4 terms

Employee Stock Option (right to buy) financial

"Security title listed as Employee Stock Option (right to buy) for derivative transactions"

graded vesting schedule financial

"Footnote states Grant has a graded vesting schedule, date exercisable varies by tranche"

weighted average sales price financial

"Footnotes note Reflects the weighted average sales price for the reported transactions"

indirect ownership financial

"Holding entry shows ownership type indirect, nature of ownership By The Holland III FLP"

FAQ

What did Veritex Holdings (VBTX) CEO Malcolm Holland report in this Form 4?

Malcolm Holland III exercised options for 189,404 shares and sold the same number of Veritex common shares over July 22–23, 2025. The transactions involve option exercises at strike prices from $16.21 to $29.13 and sales at prices in the low $32 range.

How many Veritex (VBTX) shares did Malcolm Holland sell, and at what prices?

Holland reported selling 189,404 Veritex common shares in open-market transactions. Reported per-share sale prices are around $32, with footnotes noting weighted average prices across multiple trades in ranges roughly between $32.24 and $32.31.

What stock options did Malcolm Holland exercise in Veritex (VBTX)?

He exercised employee stock options for 189,404 shares of Veritex common stock. Strike prices included $16.21, $21.38, $26.71, $27.59 and $29.13 per share, with option expirations spanning 2026 through 2030.

How many Veritex (VBTX) shares does Malcolm Holland own after these transactions?

Following the reported trades, Holland holds 294,508 Veritex common shares directly. In addition, he has indirect ownership of 5,750 shares held by The Holland III FLP, as reflected in the holdings data.

Does Malcolm Holland have indirect holdings in Veritex (VBTX)?

Yes. Besides his direct stake, the filing shows 5,750 Veritex common shares held indirectly through The Holland III FLP. These indirect holdings are reported separately from his 294,508 directly held shares.

What is notable about the pricing of Malcolm Holland’s Veritex (VBTX) share sales?

The Form 4 reports sale prices in the low $32 per-share range. Footnotes explain that some prices are weighted averages, calculated over multiple trades executed between about $32.24 and $32.31 per share.

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

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Accepted by SEC EDGAR 07/24/2025 - 07:06 PM Learn about SEC filing dates

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).

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.