VBTX insider reports RSU/PSU conversion after Huntington deal

Rhea-AI Filing Summary

Veritex Holdings (VBTX) reported insider equity award conversions tied to its merger with Huntington Bancshares. On October 20, 2025, Veritex merged into Huntington under a July 13, 2025 agreement.

The Form 4, filed by the company’s Chief Banking Officer, shows all reported RSUs and PSUs were disposed and converted into the right to receive Huntington common stock at a fixed exchange ratio of 1.95 Huntington shares for each Veritex share subject to the awards. PSUs were deemed to vest at target before conversion. Reported transactions include RSUs of 20,000, 6,265, and 7,154 units, and PSUs of 8,211, 8,211, 5,465, and 5,466 units. Following these transactions, the reported derivative award balances were 0.

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

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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^*

Karaba Martin Dominic

(Last) (First) (Middle)

8214 WESTCHESTER DR. 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Banking Officer

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

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)			20,000	(3)	(3)	Common Stock	20,000	(3)	0	D
Restricted Stock Units	(1)	10/20/2025		D(2)			6,265	(3)	(3)	Common Stock	6,265	(3)	0	D
Restricted Stock Units	(1)	10/20/2025		D(2)			7,154	(3)	(3)	Common Stock	7,154	(3)	0	D
Performance Stock Units	(4)	10/20/2025		D(2)			8,211	(4)	(4)	Common Stock	8,211	(4)	0	D
Performance Stock Units	(4)	10/20/2025		D(2)			8,211	(4)	(4)	Common Stock	8,211	(4)	0	D
Performance Stock Units	(4)	10/20/2025		D(2)			5,465	(4)	(4)	Common Stock	5,465	(4)	0	D
Performance Stock Units	(4)	10/20/2025		D(2)			5,466	(4)	(4)	Common Stock	5,466	(4)	0	D

Explanation of Responses:

1. Each restricted stock unit 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.

4. 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.

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.
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FAQ

What happened to Veritex (VBTX) equity awards in the Huntington merger?

All reported RSUs and PSUs were canceled and converted into the right to receive Huntington common stock at a 1.95 exchange ratio.

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

Each Veritex share subject to an award converts into 1.95 shares of Huntington common stock.

Which specific VBTX awards were affected and in what amounts?

RSUs: 20,000, 6,265, 7,154; PSUs: 8,211, 8,211, 5,465, 5,466.

When did the merger and conversions occur?

The transaction date disclosed is October 20, 2025.

How were PSUs treated in the conversion?

PSUs were deemed to vest at target, then converted into the right to receive Huntington shares at the 1.95 ratio.

What was the reporting person’s role at VBTX?

The filer is an Officer, serving as Chief Banking Officer.

What were the post-transaction balances of these derivative awards?

The reported derivative award balances were 0 following the transactions.