CARA McDANIEL - Oct 20, 2025 Form 4 Insider Report for Veritex Holdings, Inc. (VBTX)

Role: Chief Talent Officer
Signature: /s/ C. Malcolm Holland, III, by power of attorney
Stock symbol: VBTX
Transactions as of: Oct 20, 2025
Transactions value $: $0
Form type: 4
Date filed: 10/22/2025, 06:45 PM
Previous filing: Jul 24, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
McDANIEL CARA	Chief Talent Officer	C/O VERITEX HOLDINGS, INC, 8214 WESTCHESTER DRIVE, SUITE 800, DALLAS	/s/ C. Malcolm Holland, III, by power of attorney	2025-10-22	0001815654

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VBTX	Common Stock	Disposed to Issuer		-17.4K	-100%		0	Oct 20, 2025	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VBTX	Restricted Stock Unit	Disposed to Issuer		-935	-100%		0	Oct 20, 2025	Common Stock	935		Direct	F1, F3, F4
transaction	VBTX	Restricted Stock Unit	Disposed to Issuer		-2.69K	-100%		0	Oct 20, 2025	Common Stock	2.69K		Direct	F1, F3, F4
transaction	VBTX	Restricted Stock Unit	Disposed to Issuer		-3.25K	-100%		0	Oct 20, 2025	Common Stock	3.25K		Direct	F1, F3, F4
transaction	VBTX	Performance Stock Units	Disposed to Issuer		-1.42K	-100%		0	Oct 20, 2025	Common Stock	1.42K		Direct	F1, F5
transaction	VBTX	Performance Stock Units	Disposed to Issuer		-1.42K	-100%		0	Oct 20, 2025	Common Stock	1.42K		Direct	F1, F5
transaction	VBTX	Performance Stock Units	Disposed to Issuer		-3.52K	-100%		0	Oct 20, 2025	Common Stock	3.52K		Direct	F1, F5
transaction	VBTX	Performance Stock Units	Disposed to Issuer		-3.52K	-100%		0	Oct 20, 2025	Common Stock	3.52K		Direct	F1, F5
transaction	VBTX	Performance Stock Units	Disposed to Issuer		-2.48K	-100%		0	Oct 20, 2025	Common Stock	2.48K		Direct	F1, F5
transaction	VBTX	Performance Stock Units	Disposed to Issuer		-2.48K	-100%		0	Oct 20, 2025	Common Stock	2.48K		Direct	F1, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

CARA McDANIEL is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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).
F2	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).
F3	Each restricted stock unit (RSU) represents a right to receive at settlement one share of common stock of the Company.
F4	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.
F5	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.