Veritex (VBTX) director logs merger conversion at 1.95 ratio
Veritex Holdings (VBTX) director reported share and RSU dispositions tied to the closing of the merger with Huntington Bancshares on October 20, 2025.
Rhea-AI Filing Summary
Veritex Holdings (VBTX) director reported share and RSU dispositions tied to the closing of the merger with Huntington Bancshares on October 20, 2025. Each share of Veritex common stock converted into the right to receive 1.95 shares of Huntington common stock under the merger agreement.
Multiple positions held directly and through affiliated entities were reported as disposed at a price of $0, reflecting conversion at closing. Outstanding RSUs were canceled and converted into Huntington shares based on the same 1.95:1 exchange ratio, less applicable tax withholdings.
Positive
- None.
Negative
- None.
Insider Trade Summary
Disposition: 232,948 shares
Disposition
7 txns
Insider
Bolin Pat S
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Unit | 6,214 | $0.00 | $0.00 |
| Disposition | Common Stock | 47,328 | $0.00 | $0.00 |
| Disposition | Common Stock | 26,670 | $0.00 | $0.00 |
| Disposition | Common Stock | 24,249 | $0.00 | $0.00 |
| Disposition | Common Stock | 96,237 | $0.00 | $0.00 |
| Disposition | Common Stock | 22,250 | $0.00 | $0.00 |
| Disposition | Common Stock | 10,000 | $0.00 | $0.00 |
Holdings After Transaction:
Restricted Stock Unit — 0 contracts (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, By Bolin Investments, LP);
Common Stock — 0 shares (Indirect, By DHB Family Partnership, LP);
Common Stock — 0 shares (Indirect, By Anasazi Capital, LP);
Common Stock — 0 shares (Indirect, By PSB Family Trust II);
Common Stock — 0 shares (Indirect, By Red Star Yield Holdings, Inc.)
Footnotes (5)
- F1. 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).
- F2. 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).
- F3. These shares were incorrectly reported as held by Eagle Creek Capital, LP on the reporting person's original Form 3.
- F4. Each restricted stock unit represents a right to receive at settlement one share of common stock of the Company.
- F5. 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?
It reports a director’s dispositions of Veritex shares and RSUs due to the merger with Huntington Bancshares on October 20, 2025.
What is the VBTX to Huntington exchange ratio?
Each Veritex share converted into the right to receive 1.95 shares of Huntington common stock.
How were Veritex RSUs treated in the merger?
Each RSU was canceled and converted into a number of Huntington shares equal to the Veritex shares subject to the RSU multiplied by 1.95, less taxes.
Were the reported dispositions sales for cash?
No. The transactions were reported at a price of $0 because they reflect conversion pursuant to the merger, not open‑market sales.
Which roles did the reporting person hold at VBTX?
The reporting person is listed as a Director.
Were any holdings corrected in this filing?
Yes. Shares previously shown as held by Eagle Creek Capital, LP were corrected to the proper entity.
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