Form 4: Veritex Director's Holdings Convert in Huntington Merger

Steven D. Lerner's Veritex Holdings shares and RSUs converted into Huntington Bancshares stock following the October 20, 2025 merger.

Summary

• Steven D. Lerner, a Director of Veritex Holdings, Inc., reported changes in beneficial ownership due to a corporate merger.
• On October 20, 2025, Huntington Bancshares Incorporated acquired Veritex Holdings, Inc. pursuant to a Merger Agreement dated July 13, 2025.
• Veritex Holdings, Inc. merged with and into Huntington Bancshares Incorporated, with Huntington surviving the merger.
• Each share of Veritex common stock outstanding immediately prior to the merger's effective time 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 Huntington common stock based on the 1.95 exchange ratio, less any applicable tax withholdings.
• Lerner's 39,192 shares of Veritex common stock and 3,128 Veritex restricted stock units were disposed of in Veritex, resulting in 0 shares/units beneficially owned directly in Veritex following the transaction.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, which is a definitive and generally positive event for the involved companies and their shareholders, providing clarity on the transaction's outcome and the conversion of securities as per the agreement.

Positives

• The successful completion of the merger provides clarity and a defined outcome for Veritex Holdings shareholders.
• Veritex shareholders received a fixed exchange ratio of 1.95 shares of Huntington common stock for each Veritex share, offering a clear conversion value.

Negatives

• Veritex Holdings, Inc. ceased to exist as an independent publicly traded entity following the merger.
• Steven D. Lerner no longer holds direct beneficial ownership in Veritex Holdings, Inc. securities.

Future Outlook

This Form 4 reports a completed transaction and does not contain forward-looking statements or guidance regarding the future performance or strategic direction of the combined entity, Huntington Bancshares Incorporated.

Management Comments

• The filing was signed by C. Malcolm Holland, III, by power of attorney, on behalf of Steven D. Lerner. No direct quotes from management regarding the merger's implications are present in this specific Form 4.

Industry Context

The merger between Veritex Holdings and Huntington Bancshares represents a continuation of consolidation trends within the U.S. banking sector, where institutions often seek to achieve greater scale, operational efficiencies, and expanded market presence to enhance competitiveness.

Comparison to Industry Standards

• This filing details the mechanics of a share conversion post-merger, not the financial terms or valuation of the merger itself. Therefore, a direct comparison of the deal's valuation multiples or premium to industry benchmarks for bank mergers (e.g., price-to-tangible book value, price-to-earnings) is not possible based solely on the information provided in this Form 4.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Veritex shareholders became shareholders of Huntington Bancshares Incorporated, receiving 1.95 shares of Huntington for each Veritex share.
• Employees: Veritex employees are now part of Huntington Bancshares Incorporated, subject to the terms of the merger agreement (details not in this filing).
• Management: Veritex management, including Steven D. Lerner, transitioned out of their roles at Veritex as the company merged, with their future roles within Huntington not specified in this filing.

Next Steps

• Steven D. Lerner now holds shares in Huntington Bancshares Incorporated, and any future transactions or changes in his beneficial ownership will be reported under Huntington's ticker.
• Veritex Holdings, Inc. has ceased to operate as an independent public company.

Key Dates

Keywords

Veritex Holdings, VBTX, Huntington Bancshares, Merger, Acquisition, Form 4, Insider Transaction, Steven D. Lerner, Director, Common Stock, Restricted Stock Units, Exchange Ratio