Phil Donnelly - 20 Oct 2025 Form 4 Insider Report for Veritex Holdings, Inc. (VBTX)

Role
SEVP, General Counsel
Signature
/s/ C. Malcolm Holland, III, by power of attorney
Issuer symbol
VBTX
Transactions as of
20 Oct 2025
Net transactions value
$0
Form type
4
Filing time
22 Oct 2025, 18:46:22 UTC
Previous filing
21 May 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Donnelly Phil SEVP, General Counsel 8214 WESTCHESTER DR. SUITE 800, DALLAS /s/ C. Malcolm Holland, III, by power of attorney 22 Oct 2025 0001944901

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VBTX Common Stock Disposed to Issuer -5,842 -100% 0 20 Oct 2025 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VBTX Restricted Stock Units Disposed to Issuer -863 -100% 0 20 Oct 2025 Common Stock 863 Direct F1, F3, F4
transaction VBTX Restricted Stock Units Disposed to Issuer -2,406 -100% 0 20 Oct 2025 Common Stock 2,406 Direct F1, F3, F4
transaction VBTX Restricted Stock Units Disposed to Issuer -3,297 -100% 0 20 Oct 2025 Common Stock 3,297 Direct F1, F3, F4
transaction VBTX Performance Stock Units Disposed to Issuer -1,307 -100% 0 20 Oct 2025 Common Stock 1,307 Direct F1, F5
transaction VBTX Performance Stock Units Disposed to Issuer -1,307 -100% 0 20 Oct 2025 Common Stock 1,307 Direct F1, F5
transaction VBTX Performance Stock Units Disposed to Issuer -3,153 -100% 0 20 Oct 2025 Common Stock 3,153 Direct F1, F5
transaction VBTX Performance Stock Units Disposed to Issuer -3,153 -100% 0 20 Oct 2025 Common Stock 3,153 Direct F1, F5
transaction VBTX Performance Stock Units Disposed to Issuer -2,518 -100% 0 20 Oct 2025 Common Stock 2,518 Direct F1, F5
transaction VBTX Performance Stock Units Disposed to Issuer -2,519 -100% 0 20 Oct 2025 Common Stock 2,519 Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Phil Donnelly is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
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 Each restricted stock unit represents a right to receive at settlement one share of common stock of the Company.
F4 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.
F5 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.