Veritex insider cashes out $1.6M via option exercise & sale

Rhea-AI Filing Summary

Veritex Holdings (VBTX) – Form 4 filed 07/24/25

EVP & Credit Risk Officer Angela Harper executed a same-day option exercise-and-sale program on 07/23/25. She exercised 47,716 options from five grants (strike $21.38-$29.13) and sold the resulting shares in the open market at weighted-average prices near $32.36-$32.38. Gross spread per share was roughly $3-$11, producing estimated pre-tax proceeds of about $1.6 million.

Because each sale matched the corresponding exercise, Harper’s direct common-stock holding finished unchanged at 59,683 shares. The option positions reported in Table II are now fully exhausted, leaving no derivative balance tied to the exercised grants. No other equity awards or indirect holdings were disclosed.

The transaction is best characterized as monetization rather than accumulation; it neither increases nor decreases the insider’s core share ownership but removes upside leverage previously embedded in the option awards.

Positive

• None.

Negative

• Significant insider sale: Officer sold 47,716 shares worth ≈$1.5 m, which can be interpreted as a modestly bearish sentiment signal.

Insights

Securities Analyst

TL;DR: Insider monetizes 47.7k options, no change in share count—optically negative but economically neutral.

The filing shows a classic exercise-and-sell: five tranches of in-the-money employee stock options were converted and immediately liquidated. While the sale volume (≈$1.54 m at avg $32.37) may trigger headline "insider selling" screens, the officer retains the same 59,683 shares she held pre-trade. Thus, her long-equity exposure is intact; only option leverage is gone. From a market-signal perspective, cashing out the upside could be viewed as modestly bearish because management elected liquidity over holding discounted shares. The move is not tied to earnings or strategic events, so overall impact on valuation is limited.

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
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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^*

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)
07/23/2025

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	07/23/2025		M		3,675	A	$26.71	63,358	D
Common Stock	07/23/2025		S		3,675	D	$32.3795	59,683	D
Common Stock	07/23/2025		M		4,727	A	$27.59	64,410	D
Common Stock	07/23/2025		S		4,727	D	$32.3556	59,683	D
Common Stock	07/23/2025		M		7,902	A	$21.38	67,585	D
Common Stock	07/23/2025		S		7,902	D	$32.3704(1)	59,683	D
Common Stock	07/23/2025		M		20,000	A	$21.38	79,683	D
Common Stock	07/23/2025		S		20,000	D	$32.3649(2)	59,683	D
Common Stock	07/23/2025		M		11,412	A	$29.13	71,095	D
Common Stock	07/23/2025		S		11,412	D	$32.38(3)	59,683	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
Employee Stock Option (right to buy)	$26.71	07/23/2025		M			3,675	(4)	01/01/2027	Common Stock	3,675	$26.71	0	D
Employee Stock Option (right to buy)	$27.59	07/23/2025		M			4,727	(5)	01/01/2028	Common Stock	4,727	$27.59	0	D
Employee Stock Option (right to buy)	$21.38	07/23/2025		M			7,902	(4)	01/01/2029	Common Stock	7,902	$21.38	0	D
Employee Stock Option (right to buy)	$21.38	07/23/2025		M			20,000	(4)	01/01/2029	Common Stock	20,000	$21.38	0	D
Employee Stock Option (right to buy)	$29.13	07/23/2025		M			11,412	(4)	01/01/2023	Common Stock	11,412	$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 $32.3701 to $32.375, inclusive.

2. Reflects the weighted average sales price for the reported transactions. The shares were sold in multiple transactions at prices ranging from $32.35 to $32.391, inclusive.

3. Reflects the weighted average sales price for the reported transactions. The shares were sold in multiple transactions at prices ranging from $32.38 to $32.39, inclusive.

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

5. Grant vest on January 1, 2019.

Remarks:

	/s/ C. Malcolm Holland, III, by power of attorney	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 Angela Harper sell?

47,716 common shares were sold on 07/23/25 following option exercises.

Did the insider’s share ownership change after the Form 4 transactions?

No. Harper still holds 59,683 shares; the sales offset the exercised shares.

What were the exercise and sale prices disclosed?

Options were exercised at $21.38-$29.13; shares were sold around $32.36-$32.38.

How much cash did the insider likely realize?

Approximate gross proceeds are $1.6 million (47,716 × $32.37).

Are any derivative options remaining after the transactions?

No. Table II shows 0 options remaining for the exercised grants.