Martin Dominic Karaba - Oct 20, 2025 Form 4 Insider Report for Veritex Holdings, Inc. (VBTX)

Role
Chief Banking 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, 06:43 PM
Previous filing
Sep 16, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Karaba Martin Dominic Chief Banking Officer 8214 WESTCHESTER DR. SUITE 800, DALLAS /s/ C. Malcolm Holland, III, by power of attorney 2025-10-22 0001860243

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 -20K -100% 0 Oct 20, 2025 Common Stock 20K Direct F1, F2, F3
transaction VBTX Restricted Stock Units Disposed to Issuer -6.27K -100% 0 Oct 20, 2025 Common Stock 6.27K Direct F1, F2, F3
transaction VBTX Restricted Stock Units Disposed to Issuer -7.15K -100% 0 Oct 20, 2025 Common Stock 7.15K Direct F1, F2, F3
transaction VBTX Performance Stock Units Disposed to Issuer -8.21K -100% 0 Oct 20, 2025 Common Stock 8.21K Direct F2, F4
transaction VBTX Performance Stock Units Disposed to Issuer -8.21K -100% 0 Oct 20, 2025 Common Stock 8.21K Direct F2, F4
transaction VBTX Performance Stock Units Disposed to Issuer -5.47K -100% 0 Oct 20, 2025 Common Stock 5.47K Direct F2, F4
transaction VBTX Performance Stock Units Disposed to Issuer -5.47K -100% 0 Oct 20, 2025 Common Stock 5.47K Direct F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Martin Dominic Karaba is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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