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Veritex insider reports 19,944-share disposition, RSUs convert 1.95x

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Veritex Holdings (VBTX) director reports merger-related conversion. On October 20, 2025, Huntington Bancshares Incorporated completed its acquisition of Veritex. Each share of Veritex common stock converted into the right to receive 1.95 shares of Huntington common stock.

The filing shows the director disposed of 19,944 shares of Veritex common stock, leaving 0 shares beneficially owned after the transaction. In addition, 3,128 restricted stock units were canceled and converted into the right to receive Huntington shares based on the same 1.95 exchange ratio, subject to applicable tax withholding.

Positive

  • None.

Negative

  • None.

Insights

Form 4 reflects merger closing; shares and RSUs converted 1.95:1.

This filing documents the mechanical effects of Huntington’s acquisition of Veritex on an insider’s holdings. Common shares converted at an exchange ratio of 1.95 Huntington shares per Veritex share, and RSUs were canceled for the right to receive Huntington shares using the same ratio.

The director’s position moved from 19,944 Veritex shares and 3,128 RSUs to corresponding Huntington entitlements. Cash flows to the insider are not described; this is a non-cash equity conversion with tax withholding on RSUs per the merger terms.

Any market impact depends on broader merger integration and Huntington share performance; this filing simply records the conversion mechanics as of October 20, 2025.

Insider Box April
Role Director
Type Security Shares Price Value
Disposition Restricted Stock Units 3,128 $0.00 --
Disposition Common Stock 19,944 $0.00 --
Holdings After Transaction: Restricted Stock Units — 0 shares (Direct); Common Stock — 0 shares (Direct)
Footnotes (1)
  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). 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.
Form 4 Insider Transactions: What Each Field Means →
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
Estimated average burden
hours per response: 0.5
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*
Box April
(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
Officer (give title below) Other (specify below)
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) 19,944 D (2) 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 (3) 10/20/2025 D(1) 3,128 (4) (4) Common Stock 3,128 (4) 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.
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.
* 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did VBTX disclose about the merger with Huntington?

It states Huntington acquired Veritex on October 20, 2025, with each Veritex share converting into 1.95 Huntington shares.

How many VBTX shares did the reporting director dispose of?

The filing lists a disposition of 19,944 shares of Veritex common stock.

What is the exchange ratio for VBTX shareholders in the merger?

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

How were VBTX restricted stock units treated in the merger?

3,128 RSUs were canceled and converted into the right to receive Huntington shares using the 1.95 exchange ratio, less tax withholding.

What is the reporting person’s beneficial ownership after the transaction?

The filing shows 0 shares beneficially owned after the reported transactions.

What role does the reporting person hold at VBTX?

The reporting person is a Director.