[Form 4] Veritex Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Veritex Holdings (VBTX) reported an insider transaction on a Form 4 for Chairman, CEO and President C. Malcolm Holland tied to the company’s merger with Huntington Bancshares. On October 20, 2025, Holland reported the disposition of 294,508 shares of Veritex common stock held directly and 5,750 shares held indirectly by The Holland III FLP.

Under the merger terms, each Veritex share converted into the right to receive 1.95 shares of Huntington common stock. Outstanding Veritex equity awards were also addressed: multiple restricted stock units and performance stock units were canceled at closing and converted into the right to receive Huntington shares using the same 1.95 exchange ratio, with PSUs deemed to vest at target. Following these transactions, Holland reported 0 shares of common stock and 0 derivative securities beneficially owned.

Insights

Equity capital markets analyst

Merger-driven share conversion; insider now reports zero holdings.

The filing reflects mechanical changes from the Veritex–Huntington merger effective on October 20, 2025. Each Veritex share converted into the right to receive 1.95 Huntington shares. The insider recorded dispositional codes consistent with a change in issuer and reported zero post-transaction holdings.

Equity awards were treated per the agreement: RSUs were canceled and converted at the 1.95 exchange ratio, and PSUs vested at target before conversion. These are standard terms in an all-stock merger and do not indicate additional consideration beyond the defined share exchange.

This Form 4 is administrative and neutral in investment impact. Any trading or liquidity outcomes depend on subsequent settlement and holder decisions under the merger terms.

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^*

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)
10/20/2025

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	10/20/2025		D(1)		294,508	D	(2)	0	D
Common Stock	10/20/2025		D(1)		5,750	D	(2)	0	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
Restricted Stock Units	(3)	10/20/2025		D(1)			105,000	(4)	(4)	Common Stock	105,000	(4)	0	D
Restricted Stock Units	(3)	10/20/2025		D(1)			4,985	(4)	(4)	Common Stock	4,985	(4)	0	D
Restricted Stock Units	(3)	10/20/2025		D(1)			13,899	(4)	(4)	Common Stock	13,899	(4)	0	D
Restricted Stock Units	(3)	10/20/2025		D(1)			16,864	(4)	(4)	Common Stock	16,864	(4)	0	D
Performance Stock Units	(5)	10/20/2025		D(1)			7,550	(5)	(5)	Common Stock	7,550	(5)	0	D
Performance Stock Units	(5)	10/20/2025		D(1)			7,550	(5)	(5)	Common Stock	7,550	(5)	0	D
Performance Stock Units	(5)	10/20/2025		D(1)			18,217	(5)	(5)	Common Stock	18,217	(5)	0	D
Performance Stock Units	(5)	10/20/2025		D(1)			18,217	(5)	(5)	Common Stock	18,217	(5)	0	D
Performance Stock Units	(5)	10/20/2025		D(1)			12,884	(5)	(5)	Common Stock	12,884	(5)	0	D
Performance Stock Units	(5)	10/20/2025		D(1)			12,884	(5)	(5)	Common Stock	12,884	(5)	0	D

Explanation of Responses:

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).

2. 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).

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

4. 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.

5. 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	10/22/2025
	** 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

What did VBTX report in this Form 4 for C. Malcolm Holland?

It reported the disposition of 294,508 directly held shares and 5,750 indirectly held shares on 10/20/2025 due to the merger with Huntington.

What is the exchange ratio for the Veritex–Huntington merger?

Each Veritex share converted into the right to receive 1.95 shares of Huntington common stock.

What happened to Holland’s RSUs and PSUs?

RSUs were canceled and converted into Huntington shares at 1.95 per Veritex share; PSUs vested at target and were converted using the same ratio.

What are Holland’s reported holdings after the transactions?

He reported 0 shares of common stock and 0 derivative securities beneficially owned following the transactions.

When did the merger take effect?

The merger was effective on 10/20/2025.

Who is the reporting person and what is their role at VBTX?

The reporting person is C. Malcolm Holland, serving as Chairman, CEO, and President.