SEC FORM 4

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SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Harper Angela

(Last)

(First)

(Middle)

C/O VERITEX HOLDINGS, INC.

8214 WESTCHESTER DRIVE, SUITE 800

(Street)

DALLAS

75225

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Veritex Holdings, Inc. [ VBTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Credit Risk Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/02/2025		S		2,527	D	$33.6806	53,991⁽¹⁾	D
Common Stock	10/20/2025		D⁽²⁾		53,991⁽¹⁾	D	⁽³⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁴⁾	10/20/2025		D⁽²⁾			1,036	⁽⁵⁾	⁽⁵⁾	Common Stock	1,036	⁽⁵⁾	0	D
Restricted Stock Units	⁽⁴⁾	10/20/2025		D⁽²⁾			3,008	⁽⁵⁾	⁽⁵⁾	Common Stock	3,008	⁽⁵⁾	0	D
Restricted Stock Units	⁽⁴⁾	10/20/2025		D⁽²⁾			3,572	⁽⁵⁾	⁽⁵⁾	Common Stock	3,572	⁽⁵⁾	0	D
Performance Stock Units	⁽⁶⁾	10/20/2025		D⁽²⁾			1,568	⁽⁶⁾	⁽⁶⁾	Common Stock	1,568	⁽⁶⁾	0	D
Performance Stock Units	⁽⁶⁾	10/20/2025		D⁽²⁾			1,569	⁽⁶⁾	⁽⁶⁾	Common Stock	1,569	⁽⁶⁾	0	D
Performance Stock Units	⁽⁶⁾	10/20/2025		D⁽²⁾			3,941	⁽⁶⁾	⁽⁶⁾	Common Stock	3,941	⁽⁶⁾	0	D
Performance Stock Units	⁽⁶⁾	10/20/2025		D⁽²⁾			3,942	⁽⁶⁾	⁽⁶⁾	Common Stock	3,942	⁽⁶⁾	0	D
Performance Stock Units	⁽⁶⁾	10/20/2025		D⁽²⁾			2,728	⁽⁶⁾	⁽⁶⁾	Common Stock	2,728	⁽⁶⁾	0	D
Performance Stock Units	⁽⁶⁾	10/20/2025		D⁽²⁾			2,729	⁽⁶⁾	⁽⁶⁾	Common Stock	2,729	⁽⁶⁾	0	D

Explanation of Responses:

1. Reflects an adjustment to the number of shares beneficially owned after a reconciliation of the Issuer's records.

2. On October 20, 2025, Huntington Bancshares Incorporated (Huntington) acquired the Issuer pursuant to the terms of that certain Agreement and Plan of Merger entered into by and between Huntington and the Issuer, dated as of July 13, 2025 (the Merger Agreement). Pursuant to the terms of the Merger Agreement, the Issuer merged with and into Huntington, with Huntington surviving such merger (the Merger).

3. Pursuant to the terms of the Merger Agreement, each share of Issuer common stock (other than certain excluded shares) outstanding immediately prior to the effective time of the Merger (the Effective Time) converted into the right to receive 1.95 shares of Huntington common stock (the Merger Consideration).

4. Each restricted stock unit (RSU) represents a right to receive at settlement one share of common stock of the Company.

5. Pursuant to the terms of the Merger Agreement, each RSU outstanding immediately prior to the Effective Time was canceled and converted into the right to receive (without interest) a number of shares of Huntington common stock equal to the product of (i) the number of shares of Issuer common stock subject to such RSU immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio (as defined below), less any applicable tax withholdings. The ratio of 1.95 shares of Huntington common stock for one share of Issuer common stock is referred to as the Exchange Ratio.

6. Pursuant to the terms of the Merger Agreement, each performance stock unit (PSU) previously granted by the Issuer outstanding immediately prior to the Effective Time was deemed to vest at target, was canceled and converted into the right to receive (without interest) a number of shares of Huntington common stock equal to the product of (i) the number of shares of Issuer common stock subject to such PSU immediately prior to the Effective Time, multiplied by (ii) the Exchange Ratio.

Remarks:

	/s/ C. Malcolm Holland, III, by power of attorney	10/22/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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