Form 4: Veritex Executive Disposes Shares Post-Merger

Veritex Holdings executive Phil Donnelly reported the disposition of common stock, restricted stock units, and performance stock units following the merger with Huntington Bancshares.

Summary

• Phil Donnelly, SEVP and General Counsel of Veritex Holdings, Inc., reported the disposition of his beneficial ownership in Veritex securities.
• The transactions occurred on October 20, 2025, coinciding with the acquisition of Veritex Holdings, Inc. by Huntington Bancshares Incorporated (Huntington).
• Veritex Holdings, Inc. merged with and into Huntington, with Huntington surviving the merger, as per the Agreement and Plan of Merger dated July 13, 2025.
• Donnelly disposed of 5,842 shares of Veritex common stock.
• A total of 6,566 Restricted Stock Units (RSUs) were disposed of (863, 2,406, and 3,297 units).
• A total of 13,757 Performance Stock Units (PSUs) were disposed of (1,307, 1,307, 3,153, 3,153, 2,518, and 2,519 units).
• Each share of Veritex common stock, RSU, and PSU was converted into the right to receive 1.95 shares of Huntington common stock (the Exchange Ratio).
• Performance Stock Units (PSUs) were deemed to vest at target prior to their conversion into Huntington common stock.

Sentiment

Score: 5

Explanation: The filing is a factual report of a mandatory insider transaction following a completed merger, thus it is neutral in sentiment regarding the company's ongoing operations.

Positives

• Performance Stock Units (PSUs) vested at target prior to conversion, which is a favorable outcome for the reporting person as per the merger agreement.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance, as it reports a completed transaction.

Industry Context

This filing reflects a completed merger in the banking sector, indicating ongoing consolidation within the financial services industry.

Stakeholder Impact

• Shareholders of Veritex Holdings, Inc. received shares of Huntington Bancshares Incorporated common stock as consideration for their Veritex shares.
• The reporting executive's equity compensation was converted into Huntington common stock as per the terms of the merger agreement.

Key Dates

Keywords

Veritex Holdings, VBTX, Huntington Bancshares, Merger, Acquisition, Form 4, Insider Transaction, Restricted Stock Units, Performance Stock Units, Equity Compensation, Corporate Governance