Veritex insider filing shows 1.95-for-1 conversion in Huntington deal
Rhea-AI Filing Summary
Veritex Holdings (VBTX) — Form 4 insider transaction following merger. On 10/20/2025, the company merged into Huntington Bancshares pursuant to a July 13, 2025 merger agreement. Each Veritex common share converted into the right to receive 1.95 shares of Huntington common stock.
Veritex’s Chief Operating Officer reported a disposition of 60,209 shares of common stock (transaction code D), reflecting conversion at closing. Following the transaction, the filing shows 0 shares beneficially owned. Outstanding Veritex equity awards were also addressed at closing: RSUs were canceled and converted into the right to receive Huntington shares at the 1.95 exchange ratio, and PSUs were deemed vested at target, then canceled and converted into Huntington shares using the same ratio, in each case less applicable tax withholdings.
Positive
- None.
Negative
- None.
Insights
Form 4 records equity conversion from VBTX to Huntington at 1.95x.
This filing documents automatic equity treatment at merger close. The COO’s 60,209 Veritex shares were reported as disposed (code D) due to the merger, with each converting into the right to receive 1.95 Huntington shares per the agreement. Post-transaction beneficial ownership in Veritex is shown as zero.
Equity awards followed standard change-in-control terms. RSUs were canceled and converted into Huntington shares using the same 1.95 exchange ratio. PSUs vested at target, then were canceled and converted at the same ratio, subject to tax withholding. The filing reflects mechanics rather than open-market activity.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 1,180 | $0.00 | -- |
| Disposition | Restricted Stock Units | 3,288 | $0.00 | -- |
| Disposition | Restricted Stock Units | 3,892 | $0.00 | -- |
| Disposition | Performance Stock Units | 1,786 | $0.00 | -- |
| Disposition | Performance Stock Units | 1,786 | $0.00 | -- |
| Disposition | Performance Stock Units | 4,309 | $0.00 | -- |
| Disposition | Performance Stock Units | 4,309 | $0.00 | -- |
| Disposition | Performance Stock Units | 2,973 | $0.00 | -- |
| Disposition | Performance Stock Units | 2,974 | $0.00 | -- |
| Disposition | Common Stock | 60,209 | $0.00 | -- |
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). 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. 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.
