VBTX insider reports merger-triggered stock conversion at 1.95
Rhea-AI Filing Summary
Veritex Holdings (VBTX) director reports share conversion following merger. On October 20, 2025, Huntington Bancshares acquired the issuer under a July 13, 2025 agreement, and each VBTX common share converted into the right to receive 1.95 shares of Huntington common stock. The filing shows dispositions of 188,501 shares held directly and 273,689 shares held indirectly via an LLC, with post‑transaction holdings of 0 issuer shares. RSUs covering 3,128 shares were canceled and converted into Huntington shares at the same 1.95 exchange ratio, less applicable tax withholdings.
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Insights
Insider Form 4 confirms Veritex-to-Huntington share conversion at 1.95x.
The report documents the closing mechanics of a merger where Veritex equity converted into Huntington stock. Each Veritex common share became the right to receive 1.95 Huntington shares, consistent with the merger terms. The director’s directly held 188,501 shares and 273,689 indirect shares were disposed due to conversion, leaving zero issuer shares outstanding for the insider.
Equity awards were treated similarly: RSUs covering 3,128 shares were canceled and converted into Huntington stock at the 1.95 exchange ratio, subject to tax withholding. Actual Huntington share receipt follows the stated ratio; no cash proceeds are indicated in this insider filing.
This is administrative but confirms the exchange ratio and completion date of October 20, 2025. Subsequent filings may provide aggregate post‑merger ownership details at Huntington.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 3,128 | $0.00 | -- |
| Disposition | Common Stock | 188,501 | $0.00 | -- |
| Disposition | Common Stock | 273,689 | $0.00 | -- |
Footnotes (1)
- 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). Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records. 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.
