Form 4: Veritex Director Converts Shares in Huntington Merger

Veritex Holdings Director Manuel J. Mehos converted all his common stock and restricted stock units into Huntington Bancshares shares following the merger.

Summary

• Reporting Person Manuel J. Mehos, a Director of Veritex Holdings, Inc., reported changes in beneficial ownership.
• On October 20, 2025, Huntington Bancshares Incorporated acquired Veritex Holdings, Inc. pursuant to a merger agreement dated July 13, 2025.
• Each share of Veritex common stock outstanding immediately prior to the merger's effective time was converted into the right to receive 1.95 shares of Huntington common stock.
• Each Veritex restricted stock unit (RSU) was canceled and converted into the right to receive a number of Huntington common shares equal to the product of the RSU's underlying Veritex shares multiplied by the 1.95 exchange ratio.
• Mr. Mehos disposed of 319,904 shares of Veritex common stock and 3,128 Veritex restricted stock units.
• Following the merger, Mr. Mehos beneficially owns 0 shares of Veritex common stock and 0 Veritex restricted stock units directly.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, which is generally a positive strategic event for the acquired company's shareholders, as it provides liquidity and a defined exit. The transaction was pre-planned under a 10b5-1 plan. No negative operational or financial news is present.

Positives

• The merger with Huntington Bancshares Incorporated was successfully completed, providing a defined strategic outcome for Veritex shareholders.
• The reported transaction was made pursuant to a Rule 10b5-1(c) contract, instruction, or written plan, indicating a pre-arranged and orderly disposition.

Negatives

• Veritex Holdings, Inc. ceased to exist as an independent entity following the merger, resulting in the reporting person no longer holding direct beneficial ownership in Veritex.

Future Outlook

The filing reports a completed merger, resulting in Veritex Holdings, Inc. ceasing to exist as an independent entity. No forward-looking statements or guidance regarding the combined entity (Huntington Bancshares Incorporated) are provided within this specific Form 4.

Industry Context

This merger reflects ongoing consolidation within the banking sector, where larger institutions acquire smaller regional banks to expand market share, achieve economies of scale, and enhance product offerings.

Comparison to Industry Standards

• This Form 4 reports an insider's transaction resulting from a merger and does not contain financial or operational results that can be directly compared to industry standards or global benchmarks.
• The exchange ratio of 1.95 shares of Huntington common stock for one Veritex common stock is a specific term of the merger agreement, not an industry benchmark.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Veritex shareholders received 1.95 shares of Huntington common stock for each Veritex share, providing liquidity and continued equity ownership in the combined entity.

Key Dates

Keywords

Veritex Holdings, VBTX, Huntington Bancshares, Merger, Acquisition, Form 4, Insider Transaction, Stock Conversion, Restricted Stock Units, Manuel J. Mehos