Veritex director reports sales; RSUs convert in Huntington deal

Rhea-AI Filing Summary

Veritex Holdings (VBTX) director reported open-market sales and equity conversion tied to the Huntington merger. On 07/24/2025, the insider sold 51,316 shares of common stock at $32.22, and on 08/28/2025 sold 3,617 shares at $34.33, reducing direct holdings to 0 shares. The filing also notes 3,128 restricted stock units that, per the merger terms, were canceled and converted into Huntington common stock at a fixed exchange ratio of 1.95 shares for each VBTX share upon the merger’s effectiveness on 10/20/2025.

Insights

M&A and Equity Compensation Analyst

Insider fully sold VBTX shares pre-close; RSUs converted to Huntington stock at a fixed 1.95:1 exchange upon merger.

One director reported two open-market sales of **Veritex Holdings (VBTX)** common stock: 51,316 shares at $32.22 on 07/24/2025, then 3,617 shares at $34.33 on 08/28/2025, reducing direct holdings to zero. On 10/20/2025, **Huntington Bancshares Incorporated** completed its acquisition of the issuer, triggering equity award treatment under the merger agreement.

Outstanding RSUs were canceled at the effective time and converted into the right to receive Huntington common stock at a fixed exchange ratio of 1.95% per one VBTX share subject to the RSU, less applicable tax withholding. This shifts the reporting person’s equity exposure from VBTX to **Huntington** based on the agreed ratio, with no ongoing direct VBTX ownership.

Key items to watch include delivery of Huntington shares tied to 3,128 RSUs and any subsequent Section 16 reporting at Huntington, anchored to the merger effective date 10/20/2025.

Insider Trade Summary

Net Seller: 54,933 shares ($1,777,573)

Net Sell 3 txns

Insider Acosta Arcilia

Role Director

Sold 54,933 shs ($1.78M)

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Unit	3,128	$0.00	--
Sale	Common Stock	3,617	$34.33	$124K
Sale	Common Stock	51,316	$32.22	$1.65M

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Common Stock — 0 shares (Direct)

Footnotes (1)

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

Acosta Arcilia

(Last) (First) (Middle)

8214 WESTCHESTER 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)
07/24/2025

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	07/24/2025		S		51,316	D	$32.22	3,617	D
Common Stock	08/28/2025		S		3,617	D	$34.33	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 Unit	(1)	10/20/2025		D(2)			3,128	(3)	(3)	Common Stock	3,128	(3)	0	D

Explanation of Responses:

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

2. 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).

3. 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.

FAQ

What insider transactions were disclosed for VBTX?

A director sold 51,316 shares at $32.22 on 07/24/2025 and 3,617 shares at $34.33 on 08/28/2025.

What was the director’s VBTX holding after the reported sales?

Directly held shares were 0 following the transactions.

How were VBTX RSUs treated in the Huntington merger?

The filing lists 3,128 RSUs canceled and converted into Huntington common stock at an exchange ratio of 1.95.

When did the Huntington merger with VBTX become effective?

The merger became effective on 10/20/2025.

What is the relationship of the reporting person to VBTX?

The reporting person is a Director.

What form of transactions are shown for the common stock sales?

Both sales are coded S for open-market transactions at reported prices.