Veritex insider files Form 4 amid 1.95-for-1 Huntington merger
Rhea-AI Filing Summary
Veritex Holdings (VBTX) executive files Form 4 reflecting merger conversion and a prior sale. On 09/02/2025, the EVP, Credit Risk Officer reported a sale of 2,527 shares of common stock at $33.6806. Following this, the filing shows 53,991 shares beneficially owned.
On 10/20/2025, Huntington Bancshares Incorporated completed its acquisition of Veritex. Each Veritex common share outstanding immediately before the effective time converted into the right to receive 1.95 Huntington common shares, per the merger agreement. As a result, the reporting person’s Veritex common stock beneficial ownership moved to 0 on that date.
The filing also notes that outstanding Veritex equity awards were treated at closing: each RSU was canceled and converted into Huntington shares based on the 1.95 exchange ratio, and each PSU vested at target and was similarly converted, in each case less applicable tax withholdings.
Positive
- None.
Negative
- None.
Insights
Routine Form 4 showing a completed stock-for-stock merger.
The report lists one open-market sale of 2,527 Veritex shares at $33.6806 on 09/02/2025, then reflects the closing of Huntington’s acquisition on 10/20/2025. Per the merger terms, each Veritex share converted into 1.95 Huntington shares, taking the insider’s Veritex beneficial holdings to zero.
Equity awards followed standard treatment: RSUs were canceled and converted into Huntington stock at the same exchange ratio, while PSUs vested at target and were converted. This is typical for stock-for-stock mergers and does not, by itself, change cash flows for the issuer.
Key mechanics hinge on the stated exchange ratio and award conversion language. Any future effects depend on Huntington share performance and award settlement terms as disclosed, but this filing focuses on the completed conversion.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 1,036 | $0.00 | -- |
| Disposition | Restricted Stock Units | 3,008 | $0.00 | -- |
| Disposition | Restricted Stock Units | 3,572 | $0.00 | -- |
| Disposition | Performance Stock Units | 1,568 | $0.00 | -- |
| Disposition | Performance Stock Units | 1,569 | $0.00 | -- |
| Disposition | Performance Stock Units | 3,941 | $0.00 | -- |
| Disposition | Performance Stock Units | 3,942 | $0.00 | -- |
| Disposition | Performance Stock Units | 2,728 | $0.00 | -- |
| Disposition | Performance Stock Units | 2,729 | $0.00 | -- |
| Disposition | Common Stock | 53,991 | $0.00 | -- |
| Sale | Common Stock | 2,527 | $33.6806 | $85K |
Footnotes (1)
- Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records. 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 (RSU) represents a right to receive at settlement one share of common stock of the Company. 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.
