Veritex insider reports 1.95-for-1 conversion to Huntington stock
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Veritex Holdings (VBTX) director reported merger-related conversions on Form 4. On October 20, 2025, Huntington Bancshares Incorporated acquired Veritex under a merger agreement, and each Veritex common share converted into the right to receive 1.95 shares of Huntington common stock. The filing shows Veritex common stock was disposed of due to the merger, leaving 0 shares beneficially owned afterward.
Restricted stock units were also canceled at closing and converted into Huntington stock using the same 1.95 exchange ratio, less tax withholdings. The report lists 0 derivative securities beneficially owned following the transactions. A noted reconciliation adjusted the reported share count prior to conversion.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Griege Mark C
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit | 8,299 | $0.00 | -- |
| Disposition | Common Stock | 167,640 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Unit — 0 shares (Direct);
Common Stock — 0 shares (Direct)
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.
FAQ
What did VBTX disclose in this Form 4?
A director reported merger-related dispositions as Veritex was acquired by Huntington; Veritex shares converted to Huntington shares at a 1.95 exchange ratio.
How many Veritex securities did the reporting person hold after the transaction?
The filing shows 0 Veritex common shares and 0 derivative securities beneficially owned after the merger.
How were VBTX restricted stock units treated?
Each RSU was canceled at closing and converted into Huntington common stock using the 1.95 exchange ratio, less tax withholdings.
Was there any adjustment to reported holdings before conversion?
Yes. The filing notes an adjustment after a reconciliation of the issuer’s records affecting the reported share count.