Form 4: Veritex Officer Reports Post-Merger Equity Changes

Veritex Holdings Interim Chief Credit Officer Curtis L. Anderson reported the conversion of his equity holdings into Huntington Bancshares stock following the recent merger.

Summary

• Curtis L. Anderson, Interim Chief Credit Officer of Veritex Holdings, Inc., reported changes in his beneficial ownership of company securities.
• On February 3, 2025, Anderson acquired 1,139 shares of common stock upon the exercise of restricted stock units (RSUs) and disposed of 429 shares for tax withholding at a price of $26.12 per share, resulting in 710 shares beneficially owned.
• On October 20, 2025, Veritex Holdings, Inc. merged with and into Huntington Bancshares Incorporated, with Huntington surviving.
• Pursuant to the merger agreement, each outstanding share of Veritex common stock converted into the right to receive 1.95 shares of Huntington common stock.
• All outstanding restricted stock units (RSUs) and performance stock units (PSUs) were canceled and converted into the right to receive Huntington common stock based on the 1.95 exchange ratio, with PSUs vesting at target.
• Anderson's 710 beneficially owned common shares, 2,278 RSUs, 3,500 RSUs, 3,572 RSUs, 2,728 PSUs, and 2,729 PSUs were all disposed of/converted on October 20, 2025, as a result of the merger.

Sentiment

Score: 7

Explanation: The filing indicates the successful completion of a merger, leading to the conversion of the reporting person's equity awards into shares of the acquiring company, with performance units vesting at target. This is a positive outcome for the insider's compensation.

Positives

• The merger with Huntington Bancshares Incorporated was successfully completed.
• Performance Stock Units (PSUs) vested at target, indicating favorable terms for the reporting person's equity awards.
• Equity awards (RSUs and PSUs) were converted into shares of the acquiring company, Huntington Bancshares, providing liquidity or continued investment in the combined entity.

Negatives

• Veritex Holdings, Inc. ceased to exist as an independent entity following the merger.

Future Outlook

Following the merger, Veritex Holdings, Inc. has been absorbed by Huntington Bancshares Incorporated. The reporting person's future investment outlook is now tied to Huntington Bancshares common stock, into which all Veritex equity holdings were converted.

Industry Context

This filing reflects a significant consolidation event within the banking sector, where regional banks like Veritex Holdings are acquired by larger financial institutions such as Huntington Bancshares. Such mergers are common strategies for expanding market reach, achieving economies of scale, and navigating a competitive and regulatory environment.

Stakeholder Impact

• Shareholders: Veritex shareholders received 1.95 shares of Huntington common stock for each Veritex share, indicating a clear exit strategy and conversion of their investment.
• Employees (with equity awards): Employees like the reporting person had their restricted and performance stock units converted into Huntington common stock, with PSUs vesting at target, providing a defined outcome for their equity compensation.

Next Steps

• The reporting person now holds shares of Huntington Bancshares Incorporated.

Key Dates

Keywords

Veritex Holdings, Huntington Bancshares, Merger, Form 4, Insider Trading, Equity Awards, Restricted Stock Units, Performance Stock Units, Common Stock, VBTX, M&A, Corporate Governance, Executive Compensation