Veritex Holdings, Inc.: M&A transaction — Huntington closes acquisition of Veritex; 1.95 HBAN shares per VBTX share

Veritex Holdings, Inc.

Merger completed Oct 20, 2025; Veritex merged into Huntington with Huntington surviving.
Each Veritex common share converted into 1.95 Huntington shares (Exchange Ratio).
Veritex common stock delisted from Nasdaq effective Oct 20, 2025; Form 25 to be filed.
Veritex directors and executive officers ceased as of Effective Time.
Huntington intends to file Form 15 to deregister Veritex stock under Section 12(g).

item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Veritex Holdings, Inc. issued common stock.

Security: common stock

Exact text from the filing

As of the Effective Time, each holder of a certificate or book-entry share representing any shares of Veritex Common Stock ceased to have any rights with respect thereto, except the right to receive the consideration as described above and subject to the terms and conditions set forth in the Merger Agreement.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Veritex Holdings, Inc.: Veritex's articles of incorporation and bylaws ceased to be in effect at the effective time; Huntington's organizational documents replaced them by operation of law in the merger.

Change: bylaw amendment

Exact text from the filing

At the Effective Time, the Articles of Incorporation, as amended, of Veritex and the Bylaws of Veritex ceased to be in effect by operation of law and the organizational documents of Huntington (as successor to Veritex by operation of law) remained the Articles of Restatement and the Bylaws of Huntington, in each case as in effect as of immediately prior to the Effective Time.

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

Veritex Holdings, Inc. completed a disposition involving Huntington Bancshares Incorporated for 1.95 shares of Huntington Common Stock per share of Veritex Common Stock, cash in lieu of fractional shares, and cash consideration for certain options and RSUs (closed 2025-10-20).

Action: disposition
Counterparty: Huntington Bancshares Incorporated
Consideration: 1.95 shares of Huntington Common Stock per share of Veritex Common Stock, cash in lieu of fractional shares, and cash consideration for certain options and RSUs
Closing: 2025-10-20

Exact text from the filing

(“Veritex Common Stock”) outstanding immediately prior to the Effective Time, other than certain shares held by Huntington or Veritex, was converted into the right to receive 1.95 shares of common stock (the “Exchange Ratio” and such shares, the “Merger Consideration”), par value $0.01 per share, of Huntington (“Huntington Common Stock”). Holders of Veritex

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Source: SEC EDGAR

accession 0001104659-25-100622

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