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.

Insights

Equity compensation and M&A analyst

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.

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^*

Harper Angela

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, Credit Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S		2,527	D	$33.6806	53,991(1)	D
Common Stock	10/20/2025		D(2)		53,991(1)	D	(3)	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	(4)	10/20/2025		D(2)			1,036	(5)	(5)	Common Stock	1,036	(5)	0	D
Restricted Stock Units	(4)	10/20/2025		D(2)			3,008	(5)	(5)	Common Stock	3,008	(5)	0	D
Restricted Stock Units	(4)	10/20/2025		D(2)			3,572	(5)	(5)	Common Stock	3,572	(5)	0	D
Performance Stock Units	(6)	10/20/2025		D(2)			1,568	(6)	(6)	Common Stock	1,568	(6)	0	D
Performance Stock Units	(6)	10/20/2025		D(2)			1,569	(6)	(6)	Common Stock	1,569	(6)	0	D
Performance Stock Units	(6)	10/20/2025		D(2)			3,941	(6)	(6)	Common Stock	3,941	(6)	0	D
Performance Stock Units	(6)	10/20/2025		D(2)			3,942	(6)	(6)	Common Stock	3,942	(6)	0	D
Performance Stock Units	(6)	10/20/2025		D(2)			2,728	(6)	(6)	Common Stock	2,728	(6)	0	D
Performance Stock Units	(6)	10/20/2025		D(2)			2,729	(6)	(6)	Common Stock	2,729	(6)	0	D

Explanation of Responses:

1. Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records.

2. 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).

3. 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).

4. Each restricted stock unit (RSU) represents a right to receive at settlement one share of common stock of the Company.

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 VBTX’s insider report on this Form 4?

A sale of 2,527 shares at $33.6806 on 09/02/2025 and, after the merger on 10/20/2025, 0 Veritex shares beneficially owned.

What are the merger terms affecting VBTX shares?

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

How were VBTX RSUs treated at closing?

Each RSU was canceled and converted into Huntington shares equal to Veritex shares underlying the RSU times 1.95, less tax withholdings.

How were VBTX PSUs treated at closing?

Each PSU vested at target, then was canceled and converted into Huntington shares using the 1.95 exchange ratio.

Who was the acquirer of Veritex (VBTX)?

Huntington Bancshares Incorporated acquired Veritex, with the merger effective on 10/20/2025.

What was the insider’s share balance before the merger date?

The filing shows 53,991 Veritex shares beneficially owned prior to the 10/20/2025 merger completion.