Form 4: Veritex Director Sells All Shares Post-Merger

Veritex Holdings Director Pat S. Bolin disposed of all direct and indirect holdings of Veritex common stock and restricted stock units following the merger with Huntington Bancshares.

Summary

• Director Pat S. Bolin reported the disposition of all his beneficial ownership in Veritex Holdings, Inc. following its merger with Huntington Bancshares Incorporated.
• The merger, effective October 20, 2025, resulted in Veritex merging into Huntington Bancshares Incorporated.
• Each share of Veritex common stock was converted into the right to receive 1.95 shares of Huntington common stock.
• A total of 226,734 shares of Veritex common stock were disposed of across direct and indirect holdings.
• 6,214 Restricted Stock Units (RSUs) were also canceled and converted into Huntington common stock based on the 1.95 exchange ratio.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The filing reports the successful completion of a merger, which is generally a positive strategic outcome for the acquired company's shareholders, even though it marks the end of its independent existence. The insider's disposition of shares is a procedural consequence of this event.

Positives

• The completion of the merger with Huntington Bancshares Incorporated indicates a successful strategic transaction for Veritex Holdings, Inc.
• The transaction was executed under a pre-arranged Rule 10b5-1(c) plan, suggesting orderly insider trading.

Future Outlook

The filing reports a completed merger, indicating Veritex Holdings, Inc. no longer exists as an independent entity. Future outlook for former Veritex shareholders is tied to Huntington Bancshares Incorporated.

Industry Context

This transaction reflects ongoing consolidation within the banking sector, where larger financial institutions acquire smaller regional banks to expand market share, achieve economies of scale, and enhance service offerings. Such mergers are common strategies for growth and competitive positioning.

Comparison to Industry Standards

• The merger consideration of 1.95 shares of Huntington common stock for each Veritex share is a specific deal term. Without details on the valuation multiples (e.g., price-to-book, price-to-earnings) or comparable transactions in the regional banking sector at the time of the merger agreement (July 2025), a detailed assessment against global benchmarks or specific comparable companies is not possible based solely on this Form 4. The filing only reports the mechanics of the share conversion post-merger.

Management Changes

Corporate Governance

Related Party Transactions

• Disposition of 26,670 shares of common stock indirectly held by Bolin Investments, LP.
• Disposition of 24,249 shares of common stock indirectly held by DHB Family Partnership, LP (corrected from Eagle Creek Capital, LP).
• Disposition of 96,237 shares of common stock indirectly held by Anasazi Capital, LP.
• Disposition of 22,250 shares of common stock indirectly held by PSB Family Trust II.
• Disposition of 10,000 shares of common stock indirectly held by Red Star Yield Holdings, Inc.

Stakeholder Impact

• Shareholders of Veritex Holdings, Inc. received 1.95 shares of Huntington Bancshares Incorporated common stock for each Veritex share, impacting their investment portfolio composition.
• The merger concludes Veritex Holdings, Inc. as an independent entity, affecting its employees, customers, and suppliers who will now be part of Huntington Bancshares Incorporated.

Next Steps

• The filing indicates that the merger is complete and the reporting person is no longer subject to Section 16 obligations for Veritex. Future actions for former Veritex shareholders would involve managing their new Huntington Bancshares shares.

Key Dates

Keywords

Veritex Holdings, VBTX, Huntington Bancshares, Merger, SEC Form 4, Insider Trading, Stock Disposition, Pat S. Bolin, Financial Services, Banking